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[Form 4] VISA Inc. Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4
Rhea-AI Filing Summary

Julie B. Rottenberg, General Counsel of Visa Inc. (V), reported purchases and sales under a Rule 10b5-1 plan dated May 7, 2025. On 08/18/2025 she exercised 2,027 employee stock options with a $109.82 exercise price and simultaneously sold 2,027 Class A shares at $344.02, leaving her with 11,925 shares beneficially owned. The exercised options were originally granted on 11/19/2017 and vest in three equal installments on each of the first three anniversaries of the grant, subject to limited earlier vesting. Transactions were reported by an attorney-in-fact on 08/19/2025.

Positive
  • Transactions executed under a documented Rule 10b5-1 plan, which provides procedural clarity and an affirmative defense for the trades
  • Full transaction disclosure includes option grant date, vesting schedule, exercise price, sale price, and post-transaction beneficial ownership
Negative
  • None.

Insights

TL;DR: Officer exercised vested options and sold the underlying shares under a pre-established 10b5-1 plan; ownership modestly reduced.

The filing shows a routine exercise-and-sell executed pursuant to a Rule 10b5-1 trading plan, which provides an affirmative defense for insider trading when properly adopted. The reporting person exercised 2,027 options at $109.82 and sold the same number of shares at $344.02 on the same date, indicating a cash-out of option gains while retaining 11,925 shares. This is a standard liquidity action by an executive and does not, by itself, indicate changes to company fundamentals.

TL;DR: Disclosure is complete for the transactions disclosed and notes the 10b5-1 plan and vesting schedule for the option grant.

The Form 4 includes required details: reporting person identity and role (General Counsel), transaction dates, codes, prices, option grant date, vesting structure, and that the trades were made under a 10b5-1 plan. The use of an attorney-in-fact to file the form is noted and the signature is dated 08/19/2025. From a governance perspective, the filing fulfills regulatory disclosure obligations for insider transactions.

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
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*
ROTTENBERG JULIE B

(Last) (First) (Middle)
C/O VISA INC.
PO BOX 8999

(Street)
SAN FRANCISCO CA 94128

(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)
GENERAL COUNSEL
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025
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 08/18/2025 M(1) 2,027 A $109.82 13,952 D
Class A Common Stock 08/18/2025 S(1) 2,027 D $344.02 11,925 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
Employee Stock Option (Right to Buy) $109.82 08/18/2025 M(1) 2,027 (2) 11/19/2027 Class A Common Stock 2,027 $0 6,082 D
Explanation of Responses:
1. This transaction was made pursuant to a Rule 10b5-1 trading plan dated May 7, 2025 adopted by the reporting person.
2. Options vest in three equal installments on each of the first three anniversaries of the date of the grant, subject to earlier vesting in full in limited circumstances as specified in the award agreement. The option was granted on November 19, 2017.
/s/ Sue Choi, Attorney-In-Fact 08/19/2025
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Visa (V) General Counsel Julie Rottenberg report on Form 4?

She exercised 2,027 employee stock options at $109.82 and sold 2,027 Class A shares at $344.02 on 08/18/2025, leaving 11,925 shares beneficially owned.

Were these trades part of a Rule 10b5-1 trading plan for Visa (V)?

Yes. The filing states the transactions were made pursuant to a Rule 10b5-1 trading plan dated May 7, 2025.

When was the underlying option originally granted and what is its vesting schedule?

The option was granted on 11/19/2017 and vests in three equal installments on each of the first three anniversaries of the grant, with limited earlier vesting conditions.

Who filed the Form 4 and when was it signed?

The form was filed/signed by Sue Choi, Attorney-In-Fact, with a signature date of 08/19/2025.

How many shares did the reporting person own after the reported transactions?

11,925 shares of Class A common stock were beneficially owned following the transactions.
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