MCINERNEY RYAN 4

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.