Visa (V) vice chair reports performance share vesting, exercise and tax share disposal

Rhea-AI Filing Summary

Visa Inc. vice chair Kelly Mahon Tullier reported equity award and related share transactions. She received a grant of 35,537 Performance Share Awards, then exercised 35,537 derivative awards into the same number of Class A common shares at a price of $0.0000 per share. To cover tax obligations, 17,551 Class A shares were disposed of at $314.08 per share in a tax-withholding transaction, leaving 69,653 Class A shares held directly after these moves. The performance shares were earned under Visa’s 2007 Equity Incentive Compensation Plan based on a three‑year performance period.

Insights

Equity compensation analyst

Routine equity award, exercise, and tax-withholding by a Visa executive.

Kelly Mahon Tullier received 35,537 performance share awards, which were then exercised into 35,537 Class A common shares at $0.0000 per share. This reflects equity compensation earned under Visa’s 2007 plan after a three-year performance period.

To satisfy tax obligations, 17,551 Class A shares were disposed of at $314.08 per share, a standard tax-withholding mechanism rather than an open‑market sale. After these transactions, she directly holds 69,653 Class A shares. The pattern is consistent with typical executive incentive vesting and does not by itself signal a strategic change.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MAHON TULLIER KELLY

(Last) (First) (Middle)

C/O VISA INC.

PO BOX 8999

(Street)

SAN FRANCISCO CA 94128-8999

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VISA INC. [ V ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VICE CHAIR, CHF PPL & CORP AFF

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/15/2026		M		35,537	A	(1)	87,204	D
Class A Common Stock	02/15/2026		F		17,551	D	$314.08	69,653	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Award	(1)	02/15/2026		A		35,537		(2)	(2)	Class A Common Stock	35,537	(1)	35,537	D
Performance Share Award	(1)	02/15/2026		M			35,537	(2)	(2)	Class A Common Stock	35,537	(1)	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Visa Inc. common stock or a cash equivalent of its value.

2. Represents performance shares earned pursuant to the February 15, 2023 award under the Visa Inc. 2007 Equity Incentive Compensation Plan. The number of performance shares earned was determined on the basis of the applicable 3-year performance period.

	/s/ Daniel Gordon, Attorney-In-Fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Visa (V) executive Kelly Mahon Tullier receive in this Form 4 filing?

Kelly Mahon Tullier received 35,537 Performance Share Awards, a form of equity compensation. These performance shares were earned under Visa’s 2007 Equity Incentive Compensation Plan based on a three-year performance period ending with the February 15, 2026 vesting date.

How many Visa (V) Class A shares did Kelly Mahon Tullier acquire through this transaction?

She acquired 35,537 shares of Visa Class A common stock by exercising an equal number of performance share awards at a price of $0.0000 per share. This reflects conversion of vested equity, not an open‑market stock purchase by the executive.

Why were 17,551 Visa (V) shares disposed of in Kelly Mahon Tullier’s Form 4?

17,551 Class A shares were disposed of at $314.08 per share to satisfy tax liabilities associated with the equity vesting. The filing labels this as a tax-withholding disposition, meaning shares were withheld or delivered for taxes rather than sold voluntarily on the open market.

How many Visa (V) shares does Kelly Mahon Tullier own after these transactions?

Following the reported award, exercise, and tax-withholding disposition, Kelly Mahon Tullier directly holds 69,653 shares of Visa Class A common stock. This total reflects her updated direct ownership position immediately after all transactions on February 15, 2026.

What plan governs the performance shares reported for Visa (V) executive Kelly Mahon Tullier?

The performance shares were earned under the Visa Inc. 2007 Equity Incentive Compensation Plan. The number of shares, 35,537, was determined based on Visa’s results over an applicable three‑year performance period tied to the February 15, 2023 award.

Are the transactions in Kelly Mahon Tullier’s Visa (V) Form 4 open-market buys or sells?

The Form 4 shows equity award grants, derivative exercises, and a tax-withholding disposition, not open-market buying or selling. Shares were issued at $0.0000 on exercise and some were delivered at $314.08 to cover tax obligations on the vested awards.