Visa (NYSE: V) CEO details equity awards, tax-share disposition

Rhea-AI Filing Summary

VISA INC. Chief Executive Officer Ryan McInerney reported equity award activity involving both restricted stock units and performance share awards that converted into Class A common stock. On February 15, 2026, 1,092 restricted stock units and 10,662 performance share awards were exercised or converted into an aggregate 11,754 shares of Class A common stock. A Form 4 line item shows 5,981 Class A shares were disposed of at $314.0800 per share to satisfy exercise price or tax withholding obligations, leaving 15,174 Class A shares held directly. The filing also reports 265,168 Class A shares held indirectly through the Ryan and Angela McInerney Trust.

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^*

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)
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		1,092	A	(1)	10,493	D
Class A Common Stock	02/15/2026		M		10,662	A	(2)	21,155	D
Class A Common Stock	02/15/2026		F		5,981	D	$314.08	15,174	D
Class A Common Stock								265,168	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
Restricted Stock Units	(1)	02/15/2026		M			1,092	(1)	(1)	Class A Common Stock	1,092	(1)	0	D
Performance Share Award	(2)	02/15/2026		A		10,662		(3)	(3)	Class A Common Stock	10,662	(2)	10,662	D
Performance Share Award	(2)	02/15/2026		M			10,662	(3)	(3)	Class A Common Stock	10,662	(2)	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. The restricted stock units 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 award was granted on February 15, 2023.

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

3. 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
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FAQ

What insider transactions did Visa (V) CEO Ryan McInerney report?

Ryan McInerney reported equity award activity where restricted stock units and performance share awards were exercised or converted into Visa Class A common stock, along with a related share disposition to cover exercise price or tax obligations, as reflected in the Form 4 transactions for February 15, 2026.

How many Visa (V) shares did the CEO acquire through equity awards?

The Form 4 shows 1,092 restricted stock units and 10,662 performance share awards were exercised or converted into an aggregate 11,754 Visa Class A common shares, reflecting the settlement of previously granted equity awards rather than open-market share purchases by the Chief Executive Officer.

What share disposition was reported in the Visa (V) CEO’s Form 4 filing?

The filing reports a disposition of 5,981 Visa Class A common shares at $314.0800 per share, identified as payment of exercise price or tax liability by delivering securities, which is a tax-withholding related transaction rather than an ordinary open-market sale by the Chief Executive Officer.

How many Visa (V) shares does Ryan McInerney hold directly after these transactions?

After the February 15, 2026 transactions, Ryan McInerney is shown as holding 15,174 Visa Class A common shares directly. This reflects equity awards converted into stock, net of shares delivered to cover exercise price or tax obligations, as reported in the Form 4 totals.

What indirect Visa (V) holdings are reported for the CEO?

The Form 4 includes an indirect holding of 265,168 Visa Class A common shares attributed to the Ryan and Angela McInerney Trust. This line is reported as an indirect ownership position rather than a new transaction, with no transaction code or share change disclosed in the excerpt.

What do the performance share awards in the Visa (V) filing represent?

The performance shares were earned under a February 15, 2023 award pursuant to the Visa Inc. 2007 Equity Incentive Compensation Plan, with the number of performance shares earned determined over a three-year performance period, and then converted into Visa Class A common stock as reported.