Visa Inc. officer exercises 4,169 RSUs and withholds shares

ANDRESKI PETER M reported disposition transactions in this Form 4 filing.

Rhea-AI Filing Summary

ANDRESKI PETER M reported disposition transactions in this Form 4 filing.

Visa Inc. executive Peter M. Andreski exercised 4,169 Restricted Stock Units into an equal number of shares of Class A common stock on August 15, 2025. In connection with this vesting, 1,688 shares of Class A common stock were delivered to cover tax obligations at $344.47 per share.

Following these transactions, Andreski directly holds 6,969 shares of Visa Inc. Class A common stock. The RSU award was granted on August 15, 2023 and vests 50% on the second anniversary of the grant date and 50% on the third anniversary, subject to limited earlier vesting conditions.

Insights

Securities Analyst

TL;DR: Insider reported a grant of RSUs and a sale of shares, leaving modest net change in beneficial ownership.

The Form 4 discloses a grant-related transaction (Code M) for 4,169 RSUs and a contemporaneous open-market or other sale (Code F) of 1,688 Class A shares at $344.47. Code M indicates conversion/vesting/reporting of previously granted awards rather than a purchased open-market acquisition. The RSU grant date is August 15, 2023, with scheduled vesting over the second and third anniversaries, so the reported RSUs remain subject to future vesting conditions. The filing was executed by an attorney-in-fact and shows remaining beneficial ownership in both non-derivative and derivative categories. For investors, this is a routine executive compensation-related disclosure rather than an unusual liquidity event.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard executive award reporting and contains vesting schedule details.

The report clearly identifies the reporting person’s role, the nature of the RSUs, and the vesting timetable tied to the August 15, 2023 grant. The separate sale of 1,688 shares at $344.47 is itemized with resulting share counts. Signature by an attorney-in-fact is present and dated August 19, 2025. There are no statements of acceleration, forfeiture, or unusual derivative instruments disclosed. This filing appears consistent with routine compensation administration and required Section 16 reporting obligations.

Insider Trade Summary

4,169 shares exercised/converted

Exercise 3 txns

Insider ANDRESKI PETER M

Role GBL CORP CONTROLLER, CAO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,169	$0.00	$0.00
Exercise	Class A Common Stock	4,169	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	1,688	$344.47	$581K

Holdings After Transaction: Restricted Stock Units — 4,170 contracts (Direct); Class A Common Stock — 6,969 shares (Direct)

Footnotes (1)

1. F1. Each restricted stock unit represents a contingent right to receive one share of Visa Inc. common stock or a cash equivalent of its value. The restricted stock units vest in two installments: 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date, subject to earlier vesting in full in limited circumstances as specified in the award agreement. The award was granted on August 15, 2023.

Key Figures

RSUs Exercised: 4,169 units Tax-Withholding Shares: 1,688 shares Tax-Withholding Price: $344.47 per share +3 more

6 metrics

RSUs Exercised 4,169 units Restricted Stock Units converted into Class A common stock on August 15, 2025

Tax-Withholding Shares 1,688 shares Class A common stock delivered to satisfy tax obligations associated with RSU vesting

Tax-Withholding Price $344.47 per share Value applied to 1,688 shares delivered for tax liabilities

Post-Transaction Holdings 6,969 shares Direct holdings of Visa Inc. Class A common stock after reported transactions

RSU Grant Date August 15, 2023 Grant date of the Restricted Stock Unit award described in the footnote

Vesting Schedule 50% at year 2, 50% at year 3 RSUs vest in two equal installments after the grant date, subject to limited earlier vesting

Key Terms

Restricted Stock Units, contingent right, cash equivalent, tax-withholding disposition

4 terms

Restricted Stock Units financial

"Each restricted stock unit represents a contingent right to receive one share"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

contingent right financial

"represents a contingent right to receive one share of Visa Inc. common stock"

cash equivalent financial

"one share of Visa Inc. common stock or a cash equivalent of its value"

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

What did Visa (V) executive Peter M. Andreski report in this Form 4?

Peter M. Andreski reported exercising 4,169 Restricted Stock Units into Class A common stock on August 15, 2025, with 1,688 shares delivered to satisfy tax obligations at $344.47 per share, and a resulting direct holding of 6,969 shares.

How many Visa (V) shares does Peter M. Andreski hold after the reported transactions?

After the transactions, Peter M. Andreski directly owns 6,969 shares of Visa Inc. Class A common stock. This post-transaction balance reflects the RSU conversion of 4,169 shares and the tax-withholding delivery of 1,688 shares reported in the filing.

What RSU vesting schedule is described for Visa (V) in Andreski’s award?

The RSU award provides that each unit represents a contingent right to one share or cash equivalent, vesting 50% on the second anniversary of the August 15, 2023 grant date and 50% on the third anniversary, with potential earlier full vesting in limited circumstances.

What does transaction code M mean in Visa (V) insider Peter Andreski’s Form 4?

Transaction code M reflects the exercise or conversion of a derivative security. In this Form 4, it records the conversion of 4,169 Restricted Stock Units into 4,169 shares of Visa Inc. Class A common stock at a conversion price of $0.00 per unit.

How is transaction code F used in Visa (V) executive Andreski’s Form 4?

Transaction code F indicates a tax-withholding disposition. Andreski delivered 1,688 shares of Visa Class A common stock at $344.47 per share to satisfy tax liabilities associated with the RSU vesting, rather than an open-market sale transaction.

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Accepted by SEC EDGAR 08/19/2025 - 04:45 PM Learn about SEC filing dates

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).

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^*

ANDRESKI PETER M

(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)
	GBL CORP CONTROLLER, CAO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		M		4,169	A	(1)	8,657	D
Class A Common Stock	08/15/2025		F		1,688	D	$344.47	6,969	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
Restricted Stock Units	(1)	08/15/2025		M			4,169	(1)	(1)	Class A Common Stock	4,169	(1)	4,170	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. The restricted stock units vest in two installments: 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date, subject to earlier vesting in full in limited circumstances as specified in the award agreement. The award was granted on August 15, 2023.

	/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.
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