Mastercard's biggest risks in the FY2024 10-K
- Mastercard faces intense global regulatory scrutiny over interchange rates, surcharging rules, and domestic payment network alternatives.
- The company confronts disintermediation risks, competitive pricing pressures, and cybersecurity threats amplified by hybrid work and AI.
The risks most specific to Mastercard
Global regulatory and legislative activity related to the payments industry may have a material adverse impact on our overall business and results of operations
Central banks and regulators are expanding authority over products, operating structures, and geographic availability in the payments industry.
Increased activity with respect to interchange rates could have an adverse impact on our business
Interchange rates, which impact transaction volumes on our network, face increased activity and potential reductions despite our lack of revenue from them.
Limitations on our ability to restrict merchant surcharging could materially and adversely impact our results of operations
Authorities in jurisdictions including the U.S. and Canada are limiting or ending our no-surcharge rules that prohibit merchants from charging higher prices for our products.
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
Suspension of operations in Russia and growing local payment networks in regional groups threaten our transaction switching volumes.
Operating a real-time account-based payments network presents risks that could materially affect our business
U.K. regulators have designated our Vocalink real-time account-based payments network as a specified service provider, increasing regulatory oversight risks.
Adverse currency fluctuations and foreign exchange controls could negatively impact our results of operations
Approximately 70% of our 2024 revenue was generated from activities outside the U.S., exposing us to adverse currency fluctuations and foreign exchange controls.
Mastercard Foundation’s substantial stock ownership, and restrictions on its sales, may impact corporate actions or acquisition proposals favorable to, or favored by, the other public stockholders
Mastercard Foundation owned approximately 9.4% of our general voting power as of December 31, 2024, with restrictions on share sales until May 1, 2027.
All 37 risk factors
Headings as the filing states them, in filing order.
Other
- 01Global regulatory and legislative activity related to the payments industry may have a material adverse impact on our overall business and results of operations
- 02Increased activity with respect to interchange rates could have an adverse impact on our business
- 03Limitations on our ability to restrict merchant surcharging could materially and adversely impact our results of operations
- 04Preferential or protective government actions related to domestic payment services could adversely affect our ability to maintain or increase our revenues
- 05jurisdictions 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
- 06Regulation and enforcement of privacy, data, AI, information security and the digital economy could increase our costs and lead to legal claims and fines, as well as negatively impact our growth and reputation
- 07Regulations that directly or indirectly apply to Mastercard as a result of our participation in the global payments industry may materially and adversely affect our overall business and results of operations
- 08We could be subject to adverse changes in tax laws, regulations and interpretations or challenges to our tax positions
- 09Liabilities or business limitations resulting from litigation could materially and adversely affect our results of operations
- 10Substantial and intense competition worldwide in the global payments industry may materially and adversely affect our overall business and results of operations
- 11Our 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
- 12Disintermediation from stakeholders both within and outside of the payments value chain could harm our business
- 13Continued intense pricing pressure may materially and adversely affect our overall business and results of operations
- 14Rapid and significant technological developments and changes could negatively impact our overall business and results of operations or limit our future growth
- 15Moreover, 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
- 16Operating a real-time account-based payments network presents risks that could materially affect our business
- 17Working with new customers and end users as we continue to expand our products and services can present operational and onboarding challenges, be costly and result in reputational damage if the new products or services do not perform as intended
- 18Information security incidents or account data compromise events could disrupt our business, damage our reputation, increase our costs and cause losses
- 19significantly 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
- 20Service disruptions that cause us to be unable to process transactions or service our customers could reduce our operational resilience and materially affect our overall business and results of operations
- 21Losing a significant portion of business from one or more of our largest customers could lead to significant revenue decreases in the longer term, which could have a material adverse impact on our business and our results of operations
- 22Exclusive/near exclusive relationships certain customers have with our competitors may have a material adverse impact on our business
- 23Consolidation amongst our customers could materially and adversely affect our overall business and results of operations
- 24Our business significantly depends on the continued success and competitiveness of our issuing and acquiring customers and, in many jurisdictions, their ability to effectively manage or help manage our brands
- 25Merchants’ continued focus on acceptance costs may lead to additional litigation and regulatory proceedings and/or increase our incentive program costs, which could materially and adversely affect our profitability
- 26Our work with governments exposes us to risks that could have a material impact on our business and results of operations
- 27Global economic, political, financial and societal events or conditions could result in a material and adverse impact on our overall business and results of operations
- 28Adverse currency fluctuations and foreign exchange controls could negatively impact our results of operations
- 29Negative brand perception may materially and adversely affect our overall business
- 30Lack of visibility of our brand in our products and services, or in the products and services of our partners who use our technology, may materially and adversely affect our business
- 31Environmental, 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
- 32sides 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
- 33We 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
- 34Our efforts to enter into acquisitions, strategic investments or new businesses could be impacted or prevented by regulatory scrutiny and could otherwise result in issues that could disrupt our business and harm our results of operations or reputation
- 35Our role as guarantor, as well as other contractual obligations and discretionary actions, expose us to risk of loss or illiquidity
- 36Provisions in our organizational documents and Delaware law could be considered anti-takeover provisions and have an impact on change-in-control
- 37Mastercard Foundation’s substantial stock ownership, and restrictions on its sales, may impact corporate actions or acquisition proposals favorable to, or favored by, the other public stockholders
Other Mastercard 10-Ks
- FY2025 10-K risk factors35 risks2 dropped6 reworded
Mastercard refined its risk disclosures by explicitly integrating artificial intelligence threats and data localization requirements across security and regulatory sections.
Filed Feb 11, 2026
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.