[Form 4] VISA Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ryan McInerney, Chief Executive Officer and Director of Visa Inc., reported transactions under a Rule 10b5-1 trading plan. On 08/14/2025 he exercised 10,485 employee stock options with an exercise price of $109.82 per share, resulting in acquisition of 10,485 Class A shares. The same day he sold 10,485 Class A shares at $343.13 per share. After these transactions the filing shows 11,022 Class A shares owned directly and 247,326 Class A shares held indirectly via the Ryan and Angela McInerney Trust. The options report indicates 115,340 options remain beneficially owned following the reported transactions. The filing notes the trades were pursuant to a 10b5-1 plan dated May 15, 2025.

Positive

• Transaction executed under a Rule 10b5-1 plan, dated May 15, 2025, which documents pre-approval and reduces insider trading concerns
• Significant indirect ownership retained: 247,326 Class A shares held via the Ryan and Angela McInerney Trust

Negative

• Insider sold 10,485 shares the same day as exercising options, reducing direct shareholdings to 11,022
• Large immediate sale following exercise realized a substantial spread, which may be perceived negatively by some investors despite being plan-based

Insights

Securities Analyst

TL;DR: CEO executed and sold 10,485 shares under a 10b5-1 plan, realizing a large per-share spread; significant indirect holdings remain.

The filing documents a routine, pre-approved insider trade: exercise of employee options at $109.82 and immediate sale at $343.13, generating a material per-share spread of $233.31. The report identifies meaningful indirect ownership of 247,326 shares via trust and a residual direct stake of 11,022 shares, indicating continued alignment with shareholder value despite the sale. The presence of a dated 10b5-1 plan provides procedural cover and reduces signaling risk compared with ad hoc trades.

Corporate Governance Expert

TL;DR: Transaction executed under a documented trading plan; governance compliance is evident though insider sold exercised shares same day.

The disclosure shows clear compliance with Section 16 and Rule 10b5-1 procedures: the plan date (May 15, 2025) is cited and the attorney-in-fact signature is included. The same-day exercise-and-sale pattern is common for option liquidity management but reduces the reporting person’s direct ownership by the net change reported. Indirect holdings via trust remain substantial, which is relevant for control and governance considerations.

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^*

MCINERNEY RYAN

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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	08/14/2025		M(1)		10,485	A	$109.82	11,022	D
Class A Common Stock	08/14/2025		S(1)		10,485	D	$343.13	537	D
Class A Common Stock								247,326	I	Ryan and Angela McInerney Trust

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	08/14/2025		M(1)			10,485	(2)	11/19/2027	Class A Common Stock	10,485	$0	115,340	D

Explanation of Responses:

1. This transaction was made pursuant to a Rule 10b5-1 trading plan dated May 15, 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	08/15/2025
	** 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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