Filed pursuant to Rule 433
Registration No. 333-277032
Issuer Free Writing Prospectus dated June 4, 2026
Relating to Preliminary Prospectus Supplement dated June 4, 2026
$5,000,000,000
Mastercard Incorporated
$500,000,000 Floating Rate Notes due 2028
$1,250,000,000 4.325% Notes due 2028
$1,150,000,000 4.425% Notes due 2029
$1,350,000,000 4.600% Notes due 2031
$750,000,000 5.000% Notes due 2036
Pricing Term Sheet
June 4, 2026
The information in this pricing term sheet supplements Mastercard Incorporated’s preliminary prospectus supplement, dated June 4, 2026 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement.
| Issuer: | Mastercard Incorporated | |
| Offering Format: | SEC Registered | |
| Issuer Ratings*: | Aa3 / A+ by Moody’s / S&P (stable / stable) | |
| Expected Issue Ratings*: | Aa3 / A+ by Moody’s / S&P (stable / stable) | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Trade Date: | June 4, 2026 | |
| Expected Settlement Date**: | June 8, 2026 (T+2) | |
| Joint Book-Running Managers: | J.P. Morgan Securities LLC Barclays Capital Inc. Credit Agricole Securities (USA) Inc. Goldman Sachs & Co. LLC NatWest Markets Securities Inc Santander US Capital Markets LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC
BofA Securities, Inc. Mizuho Securities USA LLC Morgan Stanley & Co. LLC MUFG Securities Americas Inc. | |
| Senior Co-Managers: | Citizens JMP Securities, LLC ICBC Standard Bank Plc Loop Capital Markets LLC Standard Chartered Bank | |
| Co-Managers: | Cabrerra Capital Markets LLC Stern Brothers & Co. | |
| Floating Rate Notes due 2028 | ||
| Security Title: | Floating Rate Notes due 2028 | |
| Size: | $500,000,000 | |
| Maturity Date: | June 8, 2028 | |
| Coupon: | Compounded SOFR, plus 0.390% per year | |
| Price to Public: | 100% of the principal amount | |
| Interest Payment Dates: | Quarterly on March 8, June 8, September 8 and December 8 of each year, commencing September 8, 2026 | |
| Day Count Convention: | Actual / 360 | |
| Interest Reset Dates: | Each Floating Rate Interest Payment Date | |
| Initial Interest Rate: | The initial interest rate will be Compounded SOFR determined on September 8, 2026, plus 39 basis points | |
| Interest Determination Date: | The second U.S. Government Securities Business Day preceding each Floating Rate Interest Payment Date | |
| Interest Period: | The period from and including a Floating Rate Interest Payment Date (or, in the case of the initial Interest Period, the Settlement Date) to, but excluding, the immediately succeeding Floating Rate Interest Payment Date (such succeeding Floating Rate Interest Payment Date, the “Latter Floating Rate Interest Payment Date”); provided that the final interest period for the Floating Rate Notes will be the period from and including the Floating Rate Interest Payment Date immediately preceding the maturity date of the Floating Rate Notes to, but excluding, the maturity date | |
| Observation Period: | The period from and including two U.S. Government Securities Business Days preceding the first date of such relevant Interest Period to but excluding two U.S. Government Securities Business Days preceding the Latter Floating Rate Interest Payment Date for such Interest Period; provided that the first Observation Period shall be the period from and including two U.S. Government Securities Business Days preceding the Settlement Date to, but excluding, the two U.S. Government Securities Business Days preceding the first Floating Rate Interest Payment Date | |
| Optional Redemption: | Mastercard Incorporated may not redeem the 2028 Floating Rate Notes prior to maturity | |
| CUSIP / ISIN: | 57636QBH6 / US57636QBH65 | |
| Calculation Agent: | Deutsche Bank Trust Company Americas | |
4.325% Notes due 2028, 4.425% Notes due 2029, 4.600% Notes due 2031 & 5.000% Notes due 2036
| Security Title: | 4.325% Notes due 2028 | 4.425% Notes due 2029 | 4.600% Notes due 2031 | 5.000% Notes due 2036 | ||||
| Size: | $1,250,000,000 | $1,150,000,000 | $1,350,000,000 | $750,000,000 | ||||
| Maturity Date: | June 8, 2028 | June 8, 2029 | June 8, 2031 | June 8, 2036 | ||||
| Coupon: | 4.325% | 4.425% | 4.600% | 5.000% | ||||
| Interest Payment Dates: | Semi-annually on June 8 and December 8 of each year, commencing December 8, 2026 | Semi-annually on June 8 and December 8 of each year, commencing December 8, 2026 | Semi-annually on June 8 and December 8 of each year, commencing December 8, 2026 | Semi-annually on June 8 and December 8 of each year, commencing December 8, 2026 | ||||
| Day Count Convention: | 30/360 | 30/360 | 30/360 | 30/360 | ||||
| Price to Public: | 99.992% of the principal amount | 99.981% of the principal amount | 99.920% of the principal amount | 99.961% of the principal amount | ||||
| Benchmark Treasury: | UST 4.000% due May 31, 2028 | UST 3.875% due May 15, 2029 | UST 4.125% due May 31, 2031 | UST 4.375% due May 15, 2036 | ||||
| Benchmark Treasury Price and Yield: | 99-29 / 4.049% | 99-12 / 4.102% | 99-23 / 4.188% | 99-06+ / 4.475% | ||||
| Spread to Benchmark Treasury: | +28 basis points | +33 basis points | +43 basis points | +53 basis points | ||||
| Reoffer Yield: | 4.329% | 4.432% | 4.618% | 5.005% | ||||
| Optional Redemption: | ||||||||
| Make-Whole Call: |
+5 basis points prior to June 8, 2028 | +5 basis points prior to May 8, 2029 | +10 basis points prior to May 8, 2031 | +10 basis points prior to March 8, 2036 | ||||
| Par Call: |
— | On or after May 8, 2029 (one month prior to the maturity date of the Notes) at 100% | On or after May 8, 2031 (one month prior to the maturity date of the Notes) at 100% | On or after March 8, 2036 (three months prior to the maturity date of the Notes) at 100% | ||||
| CUSIP / ISIN: | 57636QBJ2 / US57636QBJ22 | 57636QBK9 / US57636QBK94 | 57636QBL7 / US57636QBL77 | 57636QBM5 / US57636QBM50 | ||||
The Issuer has filed a registration statement including a prospectus with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request them by calling (i) J.P. Morgan Securities LLC collect at +1 (212) 834-4533, (ii) Barclays Capital Inc. toll-free at 1-888-603-5847, (iii) Credit Agricole Securities (USA) Inc. toll-free at 1-800-807-6030, (iv) Goldman Sachs & Co. LLC toll free at 1-866-471-2526, (v) NatWest Markets Securities Inc. toll free at 1-800-231-5830, (vi) Santander US Capital Markets LLC at 1-855-403-3636, (vii) U.S. Bancorp Investments, Inc. toll free at 1-877-558-2607, and (viii) Wells Fargo Securities, LLC toll free at 1-800-645-3751.
| * | A rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| ** | It is expected that delivery of the Notes will be made against payment therefor on or about June 8, 2026, which will be the second business day following the date hereof (this settlement cycle referred to as “T+2”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes more than one business day prior to June 8, 2026, will be required, by virtue of the fact that the Notes initially will settle in T+2, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to make such trades should consult their own advisor. |
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