MCINERNEY RYAN 4

4 · VISA INC. · Filed Feb 18, 2026

AI-generated summary of this filing

Updated Feb 18, 2026

Visa (V) CEO Ryan McInerney Exercises Awards, Sells 5,981 Shares for Taxes

What Happened

Ryan McInerney, CEO of Visa Inc., had equity awards convert/vest on Feb 15, 2026. The filing shows conversions/awards totaling 11,754 shares (1,092 + 10,662) from derivative awards and performance shares tied to a Feb 15, 2023 grant. To satisfy tax withholding, 5,981 shares were disposed at $314.08 per share, generating proceeds of $1,878,512. The other shares were recorded as acquired/converted as part of the award exercises.

Key Details

Transaction date: February 15, 2026; Form 4 filed February 18, 2026.
Tax withholding sale: 5,981 shares disposed at $314.08 each for $1,878,512.
Other entries: conversions/awards of 1,092 shares and 10,662 shares (derivative/RSU/performance-share related); price listed as N/A for conversion/award actions.
Shares owned after the transactions: not specified in the provided filing excerpt.
Footnotes:
- F1/F2: Restricted stock units (RSUs) represent contingent rights to one share each; vest in three equal annual installments from the Feb 15, 2023 grant (with limited earlier vesting in some cases).
- F3: Performance shares earned from the Feb 15, 2023 award based on a 3-year performance period.
Filing timing: Filed three days after the transaction date (Feb 18 vs Feb 15); this is within normal Form 4 timing once business days/weekends are considered.

Context

This appears to be a typical vesting/conversion of RSUs/performance shares with shares withheld/sold to cover tax withholding (common practice), not an open-market directional trade. Derivative/vesting conversions are coded as exercises/conversions (M) and awards (A); the tax withholding is coded as (F). These transactions are routine for executives receiving equity-based compensation and do not by themselves indicate a change in insider sentiment.

Form 4

Period: 2026-02-15

DirectorChief Executive Officer

Transactions

Exercise/Conversion
Class A Common Stock
[F1]
2026-02-15+1,092→ 10,493 total
Exercise/Conversion
Class A Common Stock
[F2]
2026-02-15+10,662→ 21,155 total
Tax Payment
Class A Common Stock
2026-02-15$314.08/sh−5,981$1,878,512→ 15,174 total
Exercise/Conversion
Restricted Stock Units
[F1]
2026-02-15−1,092→ 0 total
→ Class A Common Stock (1,092 underlying)
Award
Performance Share Award
[F2][F3]
2026-02-15+10,662→ 10,662 total
→ Class A Common Stock (10,662 underlying)
Exercise/Conversion
Performance Share Award
[F2][F3]
2026-02-15−10,662→ 0 total
→ Class A Common Stock (10,662 underlying)

Holdings

Footnotes (3)

[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 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.
[F2]Each restricted stock unit represents a contingent right to receive one share of Visa Inc. common stock or a cash equivalent of its value.
[F3]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.

Signature

/s/ Daniel Gordon, Attorney-In-Fact|2026-02-18

1 file