Visa Inc. (V) risk chief converts performance shares and withholds stock for taxes

Rhea-AI Filing Summary

Visa Inc. executive Paul D. Fabara reported equity compensation activity involving performance-based awards and common stock. He was granted 21,322 performance share awards, representing performance shares earned from a February 15, 2023 award under the Visa Inc. 2007 Equity Incentive Compensation Plan, determined over a three-year performance period. These performance share awards were then exercised and converted into 21,322 shares of Class A common stock at a stated price of $0.00 per share. To cover the exercise price or tax liability, 10,421 shares of Class A common stock were disposed of at $314.08 per share, leaving him with 37,314 shares of Class A common stock held directly after the transactions.

Insider Trade Summary

21,322 shares exercised/converted

Mixed 4 txns

Insider Fabara Paul D

Role CHIEF RISK & CLIENT SVCS OFC

Type	Security	Shares	Price	Value
Grant/Award	Performance Share Award	21,322	$0.00	--
Exercise	Performance Share Award	21,322	$0.00	--
Exercise	Class A Common Stock	21,322	$0.00	--
Tax Withholding	Class A Common Stock	10,421	$314.08	$3.27M

Holdings After Transaction: Performance Share Award — 21,322 shares (Direct); Class A Common Stock — 47,735 shares (Direct)

Footnotes (1)

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. 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.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

Fabara Paul D

(Last) (First) (Middle)

C/O VISA INC.

P.O. 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)
	CHIEF RISK & CLIENT SVCS OFC

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		21,322	A	(1)	47,735	D
Class A Common Stock	02/15/2026		F		10,421	D	$314.08	37,314	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		21,322		(2)	(2)	Class A Common Stock	21,322	(1)	21,322	D
Performance Share Award	(1)	02/15/2026		M			21,322	(2)	(2)	Class A Common Stock	21,322	(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).
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FAQ

What equity awards did Visa Inc. (V) executive Paul D. Fabara receive?

Paul D. Fabara received 21,322 performance share awards. These represent performance shares earned from a February 15, 2023 award under the Visa Inc. 2007 Equity Incentive Compensation Plan, based on an applicable three-year performance period.

How many Visa Inc. (V) shares did Paul D. Fabara acquire through award conversion?

He acquired 21,322 shares of Visa Inc. Class A common stock. These shares resulted from exercising and converting an equal number of performance share awards at a stated price of $0.00 per share on February 15, 2026.

How many Visa Inc. (V) shares were disposed of to cover tax or exercise obligations?

Paul D. Fabara disposed of 10,421 shares of Visa Inc. Class A common stock. The shares were delivered at $314.08 per share to pay the exercise price or tax liability associated with the equity award transactions.

What is Paul D. Fabara’s direct Visa Inc. (V) shareholding after these transactions?

After the reported transactions, Paul D. Fabara directly holds 37,314 shares of Visa Inc. Class A common stock. This figure reflects the net position following the conversion of performance shares and the tax-withholding share disposition.

How are Visa Inc. (V) performance share awards described in this filing?

Each performance share award represents a contingent right to receive one share of Visa Inc. common stock or a cash equivalent. The filing notes that performance shares were earned under the 2007 Equity Incentive Compensation Plan over a three-year performance period.

What does transaction code F signify in the Visa Inc. (V) Form 4?

Transaction code F signifies payment of the exercise price or tax liability by delivering securities. In this case, 10,421 Visa Inc. Class A shares were used to satisfy those obligations at a transaction price of $314.08 per share.