--- ticker: MA company: Mastercard Incorporated filing_type: 10-K year_current: 2025 year_prior: 2024 risks_added: 0 risks_removed: 0 risks_modified: 11 risks_unchanged: 21 source: SEC EDGAR url: https://riskdiff.com/ma/2025-vs-2024/ markdown_url: https://riskdiff.com/ma/2025-vs-2024/index.md generated: 2026-05-10 --- # Mastercard Incorporated: 10-K Risk Factor Changes 2025 vs 2024 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-05-10 > All data extracted directly from official filings. No hallucinated content. > **[AI-Generated Summary]** The paragraph below was produced by a language > model and may contain errors. All other content on this page is deterministically > extracted from the original SEC filing. > Mastercard made 11 substantive modifications to its risk disclosures while maintaining 21 unchanged risks and adding no new risk categories. The most significant revisions involved intensified competition dynamics, government protectionism concerns, customer consolidation impacts, and government-related operational risks, suggesting Mastercard refined its disclosure of existing vulnerabilities rather than identifying fundamentally new risk categories. --- ## Summary | Status | Count | |--------|-------| | New risks added | 0 | | Risks removed | 0 | | Risks modified | 11 | | Unchanged | 21 | --- ## Modified: Substantial and intense competition worldwide in the global payments industry may materially and adversely affect our overall business and results of operations. **Key changes:** - Reworded sentence: "We compete against general purpose payments networks, debit and local networks, ACH and real-time account-based payments systems, digital wallets and other fintechs (focused on online activity across various channels and processing payments using in-house capabilities), digital public infrastructure and other government-backed solutions and digital currencies." - Reworded sentence: "They may also introduce their own innovative programs, services and capabilities that adversely impact our growth." - Reworded sentence: "Certain of our competitors have developed alternative, e-commerce and/or mobile device payments systems, as well as physical store locations." - Added sentence: "With respect to government-backed solutions, including those involving DPI, government participation in structures could prevent us from entering into, or substantially restrict us from participating in, particular geographies." - Removed sentence: "MASTERCARD 2023 FORM 10-K 31 MASTERCARD 2023 FORM 10-K 31 MASTERCARD 2023 FORM 10-K 31 PART IITEM 1A." **Prior (2024):** The global payments industry is highly competitive. Our payment programs compete against competitors both within and outside of the global payments industry and compete in all payment categories, including paper-based payments and all forms of electronic payments. We compete against general purpose payments networks, debit and local networks, ACH and real-time account-based payments systems, digital wallets and other fintechs (focused on online activity across various channels and processing payments using in-house capabilities), government-backed networks and digital currencies. We also face competition from companies that provide alternatives to our value-added services and new adjacent network capabilities (including open banking and digital identity). Our traditional competitors may have substantially greater financial and other resources than we have, may offer a wider range of programs, services, and payment capabilities than we offer or may use more effective advertising and marketing strategies to achieve broader brand recognition and merchant acceptance than we have. They may also introduce their own innovative programs, value-added services and capabilities that adversely impact our growth. Certain of our competitors to our core payment network operate three-party payments systems with direct connections to both merchants and consumers, potentially providing competitive advantages. If we continue to attract more regulatory scrutiny than these competitors because we operate a four-party system, or we are regulated because of the system we operate in a way in which our competitors are not, we could lose business to these competitors. See "Business - Competition" in Part I, Item 1. Certain of our competitors have developed alternative payments systems, e-commerce payments systems and payments systems for mobile devices, as well as physical store locations. A number of these competitors rely principally on technology to support their services that provides cost advantages, and as a result may enjoy lower costs than we do. Many of these competitors are also able to use existing payment networks without being subject to many of the associated costs. Moreover, these competitors also occupy various roles in the payments ecosystem that enable them to influence payment choice of other participants. Any of these factors could put us at a competitive disadvantage. Our ability to compete may also be affected by regulatory and legislative initiatives, as well as the outcomes of litigation, competition-related regulatory proceedings and both central bank and legislative activity. If we are not able to differentiate ourselves from our competitors, drive value for our customers and/or effectively align our resources with our goals and objectives, we may not be able to compete effectively against these threats. Our failure to compete effectively against any of the foregoing threats could materially and adversely affect our overall business and results of operations. MASTERCARD 2023 FORM 10-K 31 MASTERCARD 2023 FORM 10-K 31 MASTERCARD 2023 FORM 10-K 31 PART IITEM 1A. RISK FACTORS PART I ITEM 1A. RISK FACTORS **Current (2025):** The global payments industry is highly competitive. Our payment programs compete against competitors both within and outside of the global payments industry and compete in all payment categories, including paper-based payments and all forms of electronic payments. We compete against general purpose payments networks, debit and local networks, ACH and real-time account-based payments systems, digital wallets and other fintechs (focused on online activity across various channels and processing payments using in-house capabilities), digital public infrastructure and other government-backed solutions and digital currencies. We also face competition from companies that provide alternatives to our services and other solutions. Our traditional competitors may have substantially greater financial and other resources than we have, may offer a wider range of programs, services, and payment capabilities than we offer or may use more effective advertising and marketing strategies to achieve broader brand recognition and merchant acceptance than we have. They may also introduce their own innovative programs, services and capabilities that adversely impact our growth. Certain of our competitors to our payment network operate three-party payments systems with direct connections to both merchants and consumers, potentially providing competitive advantages. If we continue to attract more regulatory scrutiny than these competitors because we operate a four-party system, or we are regulated because of the system we operate in a way in which our competitors are not, we could lose business to these competitors. See "Business - Competition" in Part I, Item 1. Certain of our competitors have developed alternative, e-commerce and/or mobile device payments systems, as well as physical store locations. A number of these competitors rely principally on technology to support their services that provides cost advantages, and as a result may benefit from lower costs than we do. Many of these competitors are also able to use existing payment networks without being subject to many of the associated costs. Moreover, these competitors also occupy various roles in the payments ecosystem that enable them to influence payment choice of other participants. With respect to government-backed solutions, including those involving DPI, government participation in structures could prevent us from entering into, or substantially restrict us from participating in, particular geographies. Any of these factors could put us at a competitive disadvantage. Our ability to compete may also be affected by regulatory and legislative initiatives, as well as the outcomes of litigation, competition-related regulatory proceedings and both central bank and legislative activity. If we are not able to differentiate ourselves from our competitors, drive value for our customers and/or effectively align our resources with our goals and objectives, we may not be able to compete effectively against these threats. Our failure to compete effectively against any of the foregoing threats could materially and adversely affect our overall business and results of operations. --- ## Modified: Preferential or protective government actions related to domestic payment services could adversely affect our ability to maintain or increase our revenues. **Key changes:** - Reworded sentence: "Governments in some countries have acted, or in the future may act, to provide resources, preferential treatment or other protection to selected national or domestic payment and switching providers, or have created, or may in the future create, their own national provider." - Reworded sentence: "•Some jurisdictions have implemented, or are considering implementing, requirements to collect, store and/or process data within their borders, as well as prohibitions on the transfer of data abroad, leading to technological and operational implications as well as increased compliance burdens and other costs." - Reworded sentence: "RISK FACTORS jurisdictions may have with respect to our business, including our decision to suspend business operations in Russia, such jurisdictions may decide to begin to or increase their focus on growing local payment networks and other solutions." - Reworded sentence: "•Governments have been increasingly creating and expanding local payments structures, which are increasingly being considered as alternatives to traditional domestic payment solutions and schemes such as ours." **Prior (2024):** Governments in some countries have acted, or in the future may act, to provide resources, preferential treatment or other protection to selected national payment and switching providers, or have created, or may in the future create, their own national provider. This action may displace us from, prevent us from entering into, or substantially restrict us from participating in, particular geographies, and may prevent us from competing effectively against those providers. For example: •Governments in some countries have implemented, or may implement, regulatory requirements that mandate switching of domestic payments either entirely in that country or by only domestic companies. •Some jurisdictions have implemented, or are considering, requirements to collect, store and/or process data within their borders, as well as prohibitions on the transfer of data abroad, leading to technological and operational implications as well as increased compliance burdens and other costs. 28 MASTERCARD 2023 FORM 10-K 28 MASTERCARD 2023 FORM 10-K 28 MASTERCARD 2023 FORM 10-K PART IITEM 1A. RISK FACTORS PART I ITEM 1A. RISK FACTORS •Geopolitical events (such as Russia's invasion of Ukraine) and resulting OFAC sanctions, adverse trade policies, enforcement of U.S. laws related to countering the financing of terrorism, economic sanctions and anti-corruption, or other types of government actions could lead affected or other jurisdictions to take actions in response that could adversely affect our business. Moreover, given our decision to suspend business operations in Russia, other separate jurisdictions may decide to begin to or increase their focus on growing local payment networks and other solutions. •Regional groups of countries are considering, or may consider, efforts to restrict our switching of regional transactions. •Governments have been increasingly creating and expanding local payments structures (such as the Brazilian Instant Payment System-PIX, FedNow in the U.S. and UPI in India), which are increasingly being considered as alternatives to traditional domestic payment solutions and schemes such as ours. Such developments prevent us from utilizing our global switching capabilities for domestic or regional customers. In addition, to the extent a jurisdiction determines us not to be in compliance with regulatory requirements (including those related to data localization), we have been, and may again in the future be, subject to resource and time pressures in order to come back into compliance. Our inability to effect change in, or work with, these jurisdictions could adversely affect our ability to maintain or increase our revenues and extend our global brand. Additionally, some jurisdictions have implemented, or may implement, foreign ownership restrictions, which could potentially have the effect of forcing or inducing the transfer of our technology and proprietary information as a condition of access to their markets. Such restrictions could adversely impact our ability to compete in these markets. **Current (2025):** Governments in some countries have acted, or in the future may act, to provide resources, preferential treatment or other protection to selected national or domestic payment and switching providers, or have created, or may in the future create, their own national provider. These actions may displace us from, prevent us from entering into, or substantially restrict us from participating in, particular geographies, and may prevent us from competing effectively against those providers. For example: •Governments in some countries have implemented, or may implement, regulatory requirements that mandate switching of domestic payments either entirely in that country or by only domestic companies. •Some jurisdictions have implemented, or are considering implementing, requirements to collect, store and/or process data within their borders, as well as prohibitions on the transfer of data abroad, leading to technological and operational implications as well as increased compliance burdens and other costs. •Geopolitical events and any resulting OFAC sanctions, adverse trade policies, enforcement of U.S. laws related to countering the financing of terrorism, economic sanctions and anti-corruption, or other types of government actions could lead affected or other jurisdictions to take actions in response that could adversely affect our business. Moreover, because of various concerns 26 MASTERCARD 2024 FORM 10-K 26 MASTERCARD 2024 FORM 10-K 26 MASTERCARD 2024 FORM 10-K PART IITEM 1A. RISK FACTORS PART I ITEM 1A. RISK FACTORS jurisdictions may have with respect to our business, including our decision to suspend business operations in Russia, such jurisdictions may decide to begin to or increase their focus on growing local payment networks and other solutions. •Regional groups of countries are considering, or may consider, efforts to restrict our switching of regional transactions. •Governments have been increasingly creating and expanding local payments structures, which are increasingly being considered as alternatives to traditional domestic payment solutions and schemes such as ours. Such developments prevent us from utilizing our global switching capabilities for domestic or regional customers. In addition, to the extent a jurisdiction determines us not to be in compliance with regulatory requirements (including those related to data localization), we have been, and may again in the future be, subject to resource and time pressures in order to come back into compliance. Our inability to effect change in, or work with, these jurisdictions could adversely affect our ability to maintain or increase our revenues and extend our global brand. Additionally, some jurisdictions have implemented, or may implement, foreign ownership restrictions, which could potentially have the effect of forcing or inducing the transfer of our technology and proprietary information as a condition of access to their markets. Such restrictions could adversely impact our ability to compete in these markets. --- ## Modified: Consolidation amongst our customers could materially and adversely affect our overall business and results of operations. **Key changes:** - Reworded sentence: "The industries in which our customers participate have undergone substantial, accelerated consolidation in the past." - Reworded sentence: "Consolidation could also produce a smaller number of large customers, which could increase their MASTERCARD 2024 FORM 10-K 33 MASTERCARD 2024 FORM 10-K 33 MASTERCARD 2024 FORM 10-K 33 PART IITEM 1A." **Prior (2024):** Our customers' industries have undergone substantial, accelerated consolidation in the past. These consolidations have included customers with a substantial Mastercard portfolio being acquired by institutions with a strong relationship with a competitor. Potential future consolidation could occur as a result of bank failures, similar to those that occurred in the U.S. during 2023. If significant consolidation among customers were to continue, it could result in the substantial loss of business for us, which could have a material adverse impact on our business and prospects. In addition, one or more of our customers could seek to merge with, or acquire, one of our competitors, and any such transaction could also have a material adverse impact on our overall business. 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. These developments could materially and adversely affect our results of operations. **Current (2025):** The industries in which our customers participate have undergone substantial, accelerated consolidation in the past. These consolidations have included customers with a substantial Mastercard portfolio being acquired by institutions with a strong relationship with a competitor. Potential future consolidation could occur as a result of bank failures, similar to those that occurred in the U.S. in recent years. If significant consolidation among customers were to continue, it could result in the substantial loss of business for us, which could have a material adverse impact on our business and prospects. In addition, one or more of our customers could seek to merge with, or acquire, one of our competitors, and any such transaction could also have a material adverse impact on our overall business. Consolidation could also produce a smaller number of large customers, which could increase their MASTERCARD 2024 FORM 10-K 33 MASTERCARD 2024 FORM 10-K 33 MASTERCARD 2024 FORM 10-K 33 PART IITEM 1A. RISK FACTORS PART I ITEM 1A. RISK 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. --- ## Modified: Our work with governments exposes us to risks that could have a material impact on our business and results of operations. **Key changes:** - Reworded sentence: "Changes in governmental priorities or other political developments, including disruptions in governmental operations, could impact approved funding and result in scope changes or termination of the arrangements or contracts we or financial institutions enter into with respect to our products and services." - Reworded sentence: "34 MASTERCARD 2024 FORM 10-K 34 MASTERCARD 2024 FORM 10-K 34 MASTERCARD 2024 FORM 10-K PART IITEM 1A." - Reworded sentence: "•Working or contracting with governments, either directly or via our financial institution customers, can subject us to heightened reputational risks, including extensive scrutiny and publicity, as well as a potential association with the policies of those governments." - Added sentence: "In addition, threat intelligence gathering services provided to governments through our acquisition of Recorded Future could negatively impact how we are viewed by other jurisdictions." - Added sentence: "Any of the above issues could have a material or adverse impact to our overall business and/or results of operations." **Prior (2024):** As we increase our work with national, state and local governments, both indirectly through financial institutions and with them directly as our customers, we may face various risks inherent in associating or contracting directly with governments. These risks include, but are not limited to, the following: •Governmental entities typically fund projects through appropriated monies. Changes in governmental priorities or other political developments, including disruptions in governmental operations, could impact approved funding and result in changes in the scope, or lead to the termination, of the arrangements or contracts we or financial institutions enter into with respect to our payment products and services. •Our work with governments is heavily regulated, subjecting us to additional potential exposure under U.S. and international anti-corruption laws (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act), as well as compliance with various procurement and other laws, regulations, standards and contract terms. Any violation and subsequent judgment or settlement related to the above could subject us to substantial monetary penalties and damages and have a significant reputational impact. Moreover, as a government contractor, we are subject to a government's right to conduct audits and investigations into both our contract performance and our compliance with applicable laws, regulations and contract terms. Any adverse finding could subject us to civil or criminal penalties, sanctions, or suspension or disbarment. •Working or contracting with governments, either directly or via our financial institution customers, can subject us to heightened reputational risks, including extensive scrutiny and publicity, as well as a potential association with the policies of a government as a result of a business arrangement with that government. Any negative publicity or negative association with a government entity, regardless of its accuracy, may adversely affect our reputation. **Current (2025):** As we increase our work with national, state and local governments, both indirectly through financial institutions and with them directly as our customers, we may face various risks inherent in associating or contracting directly with governments. These risks include, but are not limited to, the following: •Governmental entities typically fund projects through appropriated monies. Changes in governmental priorities or other political developments, including disruptions in governmental operations, could impact approved funding and result in scope changes or termination of the arrangements or contracts we or financial institutions enter into with respect to our products and services. •Our work with governments is heavily regulated, subjecting us to additional potential exposure under U.S. and international anti-corruption laws (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act), as well as compliance with various procurement and other laws, regulations, standards and contract terms. Any violation and subsequent judgment or settlement related to the above could subject us to substantial monetary penalties and damages and have a significant reputational impact. 34 MASTERCARD 2024 FORM 10-K 34 MASTERCARD 2024 FORM 10-K 34 MASTERCARD 2024 FORM 10-K PART IITEM 1A. RISK FACTORS PART I ITEM 1A. RISK FACTORS Moreover, as a government contractor, we are subject to a government's right to conduct audits and investigations into both our contract performance and our compliance with applicable laws, regulations and contract terms. Any adverse finding could subject us to civil or criminal penalties, sanctions, or suspension or disbarment. •Working or contracting with governments, either directly or via our financial institution customers, can subject us to heightened reputational risks, including extensive scrutiny and publicity, as well as a potential association with the policies of those governments. Any negative publicity or negative association with a government entity, regardless of its accuracy, may adversely affect our reputation. In addition, threat intelligence gathering services provided to governments through our acquisition of Recorded Future could negatively impact how we are viewed by other jurisdictions. Any of the above issues could have a material or adverse impact to our overall business and/or results of operations. --- ## Modified: Continued intense pricing pressure may materially and adversely affect our overall business and results of operations. **Key changes:** - Reworded sentence: "In order to stay competitive, we may have to increase the amount of these incentives and pricing discounts so as to meet customer demand for better pricing arrangements and greater rebates and incentives." - Reworded sentence: "In the future, we may not be able to enter into agreements with our customers if they require terms that we are unable or unwilling to offer, and we may be required to modify existing agreements in order to maintain relationships and compete with others in the industry." - Reworded sentence: "In addition to decisions made by competitors and customers, we also face pressure from pricing regulation and litigation." **Prior (2024):** In order to increase transaction volumes, enter new markets and expand our products and services, we seek to enter into business agreements with customers through which we offer incentives, pricing discounts and other support that promote our products. In order to stay competitive, we may have to increase the amount of these incentives and pricing discounts so as to meet customer demand for better pricing arrangements and greater rebates and incentives, which moderates our growth. Our inability to switch additional transaction volumes or to provide additional services to our customers at levels sufficient to compensate for such lower fees or increased costs in the future could materially and adversely affect our overall business and results of operations. In addition, increased pressure on prices increases the importance of cost containment and productivity initiatives in areas other than those relating to customer incentives. In the future, we may not be able to enter into agreements with our customers if they require terms that we are unable or unwilling to offer, and we may be required to modify existing agreements in order to maintain relationships and to compete with others in the industry. Some of our competitors are larger with greater financial resources and accordingly may be able to charge lower prices to our customers. In addition, to the extent that we offer discounts or incentives under such agreements, we will need to further increase transaction volumes or the amount of services provided in order to benefit from such agreements and to increase revenue and profit, and we may not be successful in doing so, particularly in the current regulatory environment. Our customers also may implement cost reduction initiatives that reduce or eliminate payment product marketing or increase requests for greater incentives or greater cost stability. These factors could have a material adverse impact on our overall business and results of operations. Additionally, we face pricing pressure related to real-time account-based payment schemes and cross-border payments (including the increased use of domestic real-time account-based payment schemes offering increasingly lower or subsidized pricing for P2M transactions as well as continued downward pressure on pricing for cross-border payments resulting from competition from real-time account-based payment schemes and from initiatives to lower the cost of cross-border payments to end users (such as the G20 32 MASTERCARD 2023 FORM 10-K 32 MASTERCARD 2023 FORM 10-K 32 MASTERCARD 2023 FORM 10-K PART IITEM 1A. RISK FACTORS PART I ITEM 1A. RISK FACTORS Roadmap for Enhancing Cross-border Payments)). These factors could have a material adverse impact on our overall business and results of operations. **Current (2025):** In order to increase transaction volumes, enter new markets and expand our products and services, we seek to enter into business agreements with customers through which we offer incentives, pricing discounts and other support that promote our products. In order to stay competitive, we may have to increase the amount of these incentives and pricing discounts so as to meet customer demand for better pricing arrangements and greater rebates and incentives. As a result, we may not be able to grow our volume and/or services enough to compensate for the additional costs related to these increased incentives and pricing discounts. In addition, increased pressure on prices increases the importance of cost containment and productivity initiatives in areas other than those relating to customer incentives. In the future, we may not be able to enter into agreements with our customers if they require terms that we are unable or unwilling to offer, and we may be required to modify existing agreements in order to maintain relationships and compete with others in the industry. Some of our competitors are larger with greater financial resources and accordingly may be able to charge lower prices. In addition, to the extent that we offer discounts or incentives under such agreements, we will need to further increase transaction volumes or the amount of services provided in order to benefit from such agreements and to increase revenue and profit, and we may not be successful in doing so, particularly in the current regulatory environment. Our customers also may implement cost reduction initiatives that reduce or eliminate payment product marketing or increase requests for greater incentives or greater cost stability. In addition to decisions made by competitors and customers, we also face pressure from pricing regulation and litigation. Additionally, we face pricing pressure related to real-time account-based payment schemes. These pressures impact both domestic pricing (such as the increased use of schemes that offer increasingly lower or subsidized P2M pricing) and cross-border pricing (including from both competing schemes and global initiatives to lower the cost of cross-border payments to end users). Any of these factors could have a material adverse impact on our overall business and results of operations. --- ## Modified: Our role as guarantor, as well as other contractual obligations and discretionary actions, expose us to risk of loss or illiquidity. **Key changes:** - Reworded sentence: "In this capacity, we are exposed to credit and liquidity risks." - Reworded sentence: "The occurrence of bank failures, such as those seen in recent years in the U.S., could increase the potential for such losses." - Reworded sentence: "In addition, as we are subject to increased regulation across the globe, jurisdictions could require us to extend our guarantee to additional obligations, which could have an impact on our cost of operations." **Prior (2024):** We are a guarantor of certain third-party obligations, including those of certain of our customers and service providers. In this capacity, we are exposed to credit and liquidity risk. We may incur significant losses in connection with transaction settlements if a customer fails to fund its daily settlement obligations due to technical problems, liquidity shortfalls, insolvency or other reasons. The recent increased speed of bank failures as recently seen in the U.S. could increase the potential for such losses. Concurrent settlement failures of more than one of our larger customers or of several smaller customers either on a given day or over a condensed period of time may exceed our available resources. Additionally, certain non-guaranteed transactions as well as chargebacks to acquirers in the event of acquirer default could result in elevated brand risk and the potential for financial loss. These impacts could materially and adversely affect our results of operations. We have significant contractual indemnification obligations with certain customers. Should an event occur that triggers these obligations, such an event could materially and adversely affect our overall business and results of operations. 40 MASTERCARD 2023 FORM 10-K 40 MASTERCARD 2023 FORM 10-K 40 MASTERCARD 2023 FORM 10-K PART IITEM 1A. RISK FACTORS PART I ITEM 1A. RISK FACTORS Class A Common Stock and Governance Structure **Current (2025):** We are a guarantor of certain third-party obligations, including those of certain of our customers and service providers. In this capacity, we are exposed to credit and liquidity risks. We may incur significant losses in connection with transaction settlements if a customer fails to fund its daily settlement obligations due to technical problems, liquidity shortfalls, insolvency or other reasons. The occurrence of bank failures, such as those seen in recent years in the U.S., could increase the potential for such losses. Concurrent settlement failures of more than one of our larger customers or of several smaller customers either on a given day or over a condensed period of time may exceed our available resources. In addition, as we are subject to increased regulation across the globe, jurisdictions could require us to extend our guarantee to additional obligations, which could have an impact on our cost of operations. Certain non-guaranteed transactions, as well as chargebacks to acquirers in the event of acquirer default, could result in elevated brand risk and the potential for financial loss. We have significant contractual indemnification obligations with certain customers, which could be triggered depending on the circumstances. Any of the above issues or events could have a material or adverse impact to our overall business and/or results of operations. Class A Common Stock and Governance Structure --- ## Modified: We may not be able to attract and retain a highly qualified workforce, or maintain our corporate culture, which could harm our overall business and results of operations. **Key changes:** - Reworded sentence: "The market for specialized skill-sets remains highly competitive, particularly in technology and other areas that are important to the growth of our business." - Reworded sentence: "Failure to attract, hire, develop, motivate and retain highly qualified employee talent could leave us vulnerable to not anticipating or identifying emerging customer or market opportunities." - Reworded sentence: "Further, changes in and enforcement of immigration and work permit laws and visa regulations have made it difficult for employees to work in, or transfer among, jurisdictions where we operate, potentially impairing our ability to attract and retain talent." **Prior (2024):** Our performance largely depends on the skills, capabilities and motivation of our employees (including our people leaders), as well as the environment we create for them to enable them to perform their jobs effectively. While attrition and pace of hiring has slowed due to economic uncertainty, the market for specialized skill-sets remains highly competitive, particularly in technology and other areas that are important to the growth of our business. To the extent we are unable to differentiate our value proposition in the market, effectively develop leaders and build robust succession pipelines, it could impact our ability to deliver for our customers. To the extent we cannot design our processes and practices to support equitable outcomes, our ability to attract talent may be significantly impacted and we may experience talent attrition. In addition, escalations in global conflict and a rise in mental health needs are also impacting the well-being of our people. To the extent we are unable to communicate effectively on these issues and provide support to our employees, we could experience a significant impact on our business, reputation and culture. Further, MASTERCARD 2023 FORM 10-K 39 MASTERCARD 2023 FORM 10-K 39 MASTERCARD 2023 FORM 10-K 39 PART IITEM 1A. RISK FACTORS PART I ITEM 1A. RISK FACTORS changes in and enforcement of immigration and work permit laws and visa regulations have made it difficult for employees to work in, or transfer among, jurisdictions where we operate, potentially impairing our ability to attract and retain talent. Our flexibility policies and programs (in particular, those related to work arrangements) may impact the well-being and productivity of our workforce, which in turn could have a negative impact on the quality of our corporate culture and our ability to innovate. To the extent these policies (including our team-based agreements) do not meet candidate or employee expectations for flexibility, this could also impact our ability to attract and retain talent. Failure to attract, hire, develop, motivate and retain highly qualified and diverse employee talent could leave us vulnerable to not anticipating or identifying emerging customer or market opportunities. We also rely on our people leaders to display integrity and decency. To the extent our leaders behave in a manner that is not consistent with our values, we could experience significant impact to our brand and reputation, as well as to our corporate culture. Any one or more of the above could harm our overall business and results of operations. **Current (2025):** Our performance largely depends on the skills, capabilities and motivation of our employees (including our people leaders), as well as the environment we create for them to enable them to perform their jobs effectively. The market for specialized skill-sets remains highly competitive, particularly in technology and other areas that are important to the growth of our business. To the extent we are unable to differentiate our value proposition in the market, effectively develop leaders and build robust succession pipelines, it could impact our ability to deliver for our customers. Failure to attract, hire, develop, motivate and retain highly qualified employee talent could leave us vulnerable to not anticipating or identifying emerging customer or market opportunities. In addition, escalations in global conflict and a rise in mental health needs are also impacting the well-being of our people. To the extent we are unable to communicate effectively on these issues and provide support to our employees, we could experience a significant impact on our business, reputation and culture. Further, changes in and enforcement of immigration and work permit laws and visa regulations have made it difficult for employees to work in, or transfer among, jurisdictions where we operate, potentially impairing our ability to attract and retain talent. We also face increasing regulation with respect to new pay and benefits transparency requirements, which could subject us to liability or reputational harm if we do not adhere to these requirements in a timely manner. 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). Additionally, employees may require different levels of support as to re-skilling and upskilling in order to adapt to advancements in our industry and changes in technology. Further, certain current and prospective employees may have expectations as to positions we take on environmental, social and governance matters. To the extent we are unable to effectively meet and/or balance these different expectations, motivations and needs, we could experience a negative impact to the quality of our corporate culture, the productivity of our workforce, our ability to innovate and our ability to attract and retain talent. We rely on our people leaders to display integrity and decency, as role models for the Mastercard Way. To the extent our leaders behave in a manner that is not consistent with these values, we could experience significant impact to our brand and reputation, as well as to our corporate culture. Any one or more of the above could harm our overall business and results of operations. --- ## Modified: Liabilities or business limitations resulting from litigation could materially and adversely affect our results of operations. **Key changes:** - Reworded sentence: "Certain limitations have been placed on our business because of litigation and litigation settlements, such as changes to our no-surcharge rule in the U.S." **Prior (2024):** We are a defendant in a number of civil litigations and regulatory proceedings and investigations, including among others, those alleging violations of competition and antitrust law and those involving intellectual property claims (as described in Note 21 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8). In the event we are found liable in any material litigations or proceedings (particularly in a large class-action lawsuit or on the basis of an antitrust claim entitling the plaintiff to treble damages or under which we were jointly and severally liable), we could be subject to significant damages, which could have a material adverse impact on our overall business and results of operations. Certain limitations have been placed on our business in recent years because of litigation and litigation settlements, such as changes to our no-surcharge rule in the U.S. and Canada. Any future limitations on our business resulting from the outcomes of any litigation 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. Business and Operations **Current (2025):** We are a defendant in a number of civil litigations and regulatory proceedings and investigations, including among others, those alleging violations of competition and antitrust law and those involving intellectual property claims (as described in Note 21 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8). In the event we are found liable in any material litigations or proceedings (particularly in a large class-action lawsuit or on the basis of an antitrust claim entitling the plaintiff to treble damages or under which we were jointly and severally liable), we could be subject to significant damages, which could have a material adverse impact on our overall business and results of operations. Certain limitations have been placed on our business because of litigation and litigation settlements, such as changes to our no-surcharge rule in the U.S. and Canada. Any future limitations resulting from the outcomes of any litigation 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. Business and Operations --- ## Modified: Disintermediation from stakeholders both within and outside of the payments value chain could harm our business. **Key changes:** - Reworded sentence: "As the payments industry continues to develop and change, we face disintermediation and related risks, including the following: •Parties that process our transactions in certain countries (such as merchants and third-party payment processors) may try to eliminate our position as an intermediary in the payment process by switching transactions directly with issuers or processing transactions directly between issuers and acquirers." - Reworded sentence: "Disintermediation of our customers' business could diminish demand for our products and services." **Prior (2024):** As the payments industry continues to develop and change, we face disintermediation and related risks, including: •Parties that process our transactions in certain countries may try to eliminate our position as an intermediary in the payment process. For example, merchants could switch (and in some cases are switching) transactions directly with issuers. Additionally, processors could process transactions directly between issuers and acquirers. Large scale consolidation within processors could result in these processors developing bilateral agreements or in some cases switching the entire transaction on their own network, thereby disintermediating us. •Industry participants continue to invest in and develop alternative capabilities, such as account-based payments, which could facilitate P2M transactions that compete with both our core payment network and our additional payment capabilities. •Regulation (such as PSD2 in the EEA) may disintermediate issuers by enabling third-party providers opportunities to route payment transactions away from our network and products and towards other forms of payment by offering account information or payment initiation services directly to those who currently use our products. Such regulation may also provide these processors with the opportunity to commoditize the data that are included in the transactions they are servicing. If our customers are disintermediated in their business, we could face diminished demand for our products and services. •Although we partner with fintechs and technology companies (such as digital players and mobile providers) that leverage our technology, platforms and networks to deliver their products, they could develop platforms or networks that disintermediate us from digital payments and impact our ability to compete in the digital economy. These companies may also develop products or services that compete with our customers within the payments ecosystem and, as a result, could diminish demand for our products and services. When we do partner with fintechs and technology companies, we face a heightened risk when we share data as part of those relationships. While we share this data in a controlled manner subject to applicable anonymization and privacy and data standards, sharing this data without proper oversight could provide partners with a competitive advantage. •Competitors, customers, fintechs, technology companies, governments and other industry participants may develop products that compete with or replace products and services we currently provide to support our switched transaction and payments offerings. These products could either replace, or force us to change our pricing or practices, for these offerings. In addition, governments that develop or encourage the creation of national or international payments platforms may promote their platforms in such a way that could put us at a competitive disadvantage in those markets, or require us to compete differently. •Participants in the payments industry may merge, create joint ventures or form other business combinations that may strengthen their existing business services or create new payment products and services that compete with our products and services. Our failure to compete effectively against any of the foregoing competitive threats could materially and adversely affect our overall business and results of operations. **Current (2025):** As the payments industry continues to develop and change, we face disintermediation and related risks, including the following: •Parties that process our transactions in certain countries (such as merchants and third-party payment processors) may try to eliminate our position as an intermediary in the payment process by switching transactions directly with issuers or processing transactions directly between issuers and acquirers. MASTERCARD 2024 FORM 10-K 29 MASTERCARD 2024 FORM 10-K 29 MASTERCARD 2024 FORM 10-K 29 PART IITEM 1A. RISK FACTORS PART I ITEM 1A. RISK FACTORS •Payments industry participants may develop their own products and services to support our switched transaction and payments offerings, forcing us to change our pricing or practices for our own offerings in order to compete. In addition, governments may promote their own national or international payments platforms, potentially putting us at a competitive disadvantage in those markets, or requiring us to compete differently. Moreover, as central banks experiment with CBDCs, policies and design considerations that governments adopt could impact the extent of our role in facilitating CBDC-based payment transactions, potentially impacting the transactions that we may process over our network. •Payments industry participants continue to invest in and develop alternative capabilities, such as account-based payments, which could facilitate P2M transactions that compete with both our payment network and our additional payments capabilities. •Fintechs and technology companies could develop platforms or networks that disintermediate us from digital payments as well as develop products or services that compete with our customers and could diminish demand for our products and services. In addition, we face a heightened risk that data we share with these companies as part of our products and services could be used in a way that could put us at a competitive disadvantage. •Payments industry participants may merge, create joint ventures or form other business combinations that may strengthen their existing business services, leverage other business models to create a competitive edge over us or create new payment products and services that compete with our products and services. •Regulation may disintermediate issuers by enabling third-party providers opportunities to route payment transactions toward their own forms of payment by offering account information or payment initiation services directly to our product users. Such regulation may also provide these processors with the opportunity to commoditize the data that are included in the transactions they are servicing. Disintermediation of our customers' business could diminish demand for our products and services. Our failure to compete effectively against any of the foregoing competitive threats could materially and adversely affect our overall business and results of operations. --- ## Modified: Rapid and significant technological developments and changes could negatively impact our overall business and results of operations or limit our future growth. **Key changes:** - Reworded sentence: "The payments industry is subject to rapid and significant technological changes, including new technologies and changes to existing technologies (such as cryptocurrency and blockchain, AI, machine learning, privacy enhancement and cybersecurity)." **Prior (2024):** The payments industry is subject to rapid and significant technological changes, which can impact our business in several ways: •Technological changes (including continuing developments of technologies in the areas of smart cards and devices, contactless and mobile payments, e-commerce, cryptocurrency and blockchain, AI, machine learning, privacy enhancement and cybersecurity) could result in new technologies that may be superior to, or render obsolete, the technologies we currently use in our programs and services. Moreover, these changes could result in new and innovative payment methods, products and services that could place us at a competitive disadvantage and that could reduce the use of our products and services. •We rely in part on third parties (including some of our competitors and potential competitors) for the development of and access to new technologies. The inability of these companies to keep pace with technological developments, or the acquisition of these companies by competitors, could negatively impact our offerings. •Our ability to develop and adopt new services and technologies may be inhibited by industry-wide solutions and standards (such as those related to EMV, tokenization or other safety and security technologies), and by resistance from customers or merchants to such changes. •Our ability to develop evolving systems and products may be inhibited by any difficulty we may experience in attracting and retaining employees with technology expertise. •Our ability to adopt these technologies can also be inhibited by intellectual property rights of third parties. We have received, and we may in the future receive, notices or inquiries from patent holders (including operating companies or non-practicing entities) suggesting that we may be infringing patents or that we need to license the use of their patents to avoid infringement. Such notices may, among other things, threaten litigation against us or our customers or demand significant license fees. •Our ability to develop new technologies and reflect technological changes in our payments offerings requires resources, which has resulted in and may further result in additional expenses. •We work with fintechs, technology companies (such as digital players and mobile providers) and traditional customers that use our technology to enhance payment safety and security and to deliver their payment-related products and services quickly and efficiently to consumers. Our inability to keep pace technologically could negatively impact the willingness of these customers to work with us, and could encourage them to use their own technology and compete against us. •Regulatory or government requirements have and could continue to require us to host and deliver certain products and services on-soil in certain markets, requiring us to alter our technology and delivery model, potentially resulting in additional expenses. •Various central banks are experimenting with CBDCs which may be launched with their own networks to transfer money between participants. Policy and design considerations that governments adopt could impact the extent of our role in facilitating CBDC-based payment transactions, potentially impacting the transactions that we may process over our network. We cannot predict the effect of future technological changes on our business, and our future success will depend, in part, on our ability to anticipate, develop or adapt to technological changes and evolving industry standards. Failure to keep pace with these technological developments or otherwise bring to market products that reflect these technologies could lead to a decline in the use of our products, which could have a material adverse impact on our overall business and results of operations. **Current (2025):** The payments industry is subject to rapid and significant technological changes, including new technologies and changes to existing technologies (such as cryptocurrency and blockchain, AI, machine learning, privacy enhancement and cybersecurity). These changes could result in new technologies that may be superior to, or render obsolete, the technologies we currently use in our programs and services. They may also result in new and innovative payment methods, products and services. Additionally, there are a number of factors relating to technology change that could impact us. These include: the inability of third parties on which we rely for the development of and access to new technologies to keep pace with technological changes; potential action from third-party patent holders, including notices or inquiries threatening litigation against us or our customers for alleged 30 MASTERCARD 2024 FORM 10-K 30 MASTERCARD 2024 FORM 10-K 30 MASTERCARD 2024 FORM 10-K PART IITEM 1A. RISK FACTORS PART I ITEM 1A. RISK FACTORS patent infringement or demanding significant license fees; the scope of, as well as customer and merchant resistance to, industry-wide solutions and standards (such as those related to tokenization or other safety and security technologies); any difficulty we may experience in attracting and retaining employees with technology expertise; and the need to invest resources for new technologies, which could lead to further additional expenses. Any of these developments could impact our ability to develop and adopt new technologies, as well as improve and keep pace with current technologies and reflect such technology in our payments offerings. Moreover, regulatory or government requirements could continue to require us to host and deliver certain products and services on-soil in certain markets. As a result, we may need to alter our technology and delivery model, potentially resulting in additional expenses and/or other operational impacts. Our future success will depend, in part, on our ability to anticipate, develop or adapt to technological changes and evolving industry standards. If we fail to sufficiently develop and adopt new technologies, or improve and keep pace with current technologies and reflect such technology in our payments offerings, our payments offerings could be negatively impacted and/or we could be put at a competitive disadvantage. This could impact our ability to compete with new technologies and products, as well as encourage customers that use our technology to enhance and deliver their payment-related products and services (including fintechs and technology companies) to use their own technology to compete against us. These developments could lead to a decline in the use of our technology, products and services, which could have a material adverse impact on our overall business and results of operations. --- ## Modified: Environmental, social and governance matters and related stakeholder reaction may impact our reputation, increase legal exposure and/or have other business impacts, which could adversely affect our overall business and/or results of operations. **Key changes:** - Reworded sentence: "Our brand and reputation are associated with the ways in which we impact environmental, social and governance matters." **Prior (2024):** Our brand and reputation are associated with our public commitments to various ESG initiatives, including our goals relating to climate (such as our commitment to achieve net-zero emissions by 2040), financial inclusion, and DEI. Consumers, investors, employees and other stakeholders are increasingly focused on ESG practices. To the extent any of our ESG disclosures, public statements and metrics are subsequently viewed as inaccurate, or we are unable to execute on our ESG initiatives, we may be viewed negatively by stakeholders concerned about these matters. Stakeholders (including those in support of or in opposition to ESG principles) may also have a negative view of us to the extent we are perceived to have not responded appropriately to their ESG concerns or take positions that are contrary to their views or expectations. In addition, various jurisdictions are increasingly adopting or considering laws and regulations that have or would impact us pertaining to ESG governance, strategy, risk management and metrics/targets/results. These include required corporate reporting and disclosures on specific topics (such as climate and human rights) as well as broader matters (such as other environmental matters, treatment of employees and diversity of workforce). These requirements have, and are likely to continue to, result in increased compliance costs for our business and supply chain, which may increase our operating costs. Moreover, as governments, investors and other stakeholders face pressure to address climate change and other ESG matters, these stakeholders may express new expectations and focus investments in ways that could cause significant shifts in commerce and consumption behaviors. The impact of and uncertainty that could result from such shifts could ultimately impact our business. Any of the above issues could have a material or adverse impact to our overall business and/or results of operations. **Current (2025):** Our brand and reputation are associated with the ways in which we impact environmental, social and governance matters. 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. Consumers, investors, employees and other stakeholders are increasingly focused on these impacts. To the extent any of our disclosures, public statements and metrics about these matters are subsequently viewed as inaccurate, or we are unable to execute on these initiatives, we may be viewed negatively by stakeholders concerned about these matters. Moreover, in recent years, we have received negative feedback from stakeholders on the adequacy of our environmental, social and governance initiatives. We have also increasingly been receiving negative feedback from anti-environmental, social and governance stakeholders in opposition to such initiatives. Stakeholders from both 36 MASTERCARD 2024 FORM 10-K 36 MASTERCARD 2024 FORM 10-K 36 MASTERCARD 2024 FORM 10-K PART IITEM 1A. RISK FACTORS PART I ITEM 1A. RISK 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. In addition, various jurisdictions are increasingly adopting or considering laws, regulations and oversight expectations that have or would impact us pertaining to environmental, social and governance matters, including required corporate reporting and disclosures. These requirements have resulted in, and are likely to continue to result in, increased compliance costs for our business and supply chain, which may increase our operating costs. Moreover, as governments, investors and other stakeholders face pressure to address climate change and other environmental, social and governance matters, these stakeholders may express new expectations and focus investments in ways that could cause significant shifts in commerce and consumption behaviors. The impact of and uncertainty that could result from such shifts could ultimately impact our business. Any of the above issues could have a material or adverse impact to our overall business and/or results of operations. --- *Data sourced from SEC EDGAR. Last updated 2026-05-10.*