MAHON TULLIER KELLY 4

What Happened

• Kelly Tullier Mahon, Vice Chair (Chief People & Corporate Affairs) at Visa, had 35,537 performance-based equity units convert/vest on Feb 15, 2026. Those units were converted into shares (exercise/conversion of a derivative), and 17,551 of the resulting shares were withheld to cover the tax liability at $314.08 per share, totaling $5,512,418. The conversion/award is tied to a 3-year performance award originally granted Feb 15, 2023.

Key Details

• Transaction date: 2026-02-15; Form filed: 2026-02-18.
• Award/Acquisition: 35,537 performance-based shares (per footnote: determined under the Feb 15, 2023 award and a 3-year performance period).
• Tax withholding (code F): 17,551 shares withheld/disposed at $314.08 each, value $5,512,418.
• Transaction type codes: A = award/grant (performance shares), M = exercise/conversion of derivative, F = shares withheld for tax liability (cashless/withholding).
• Shares owned after transaction: Not specified in the filing.
• Footnotes: Each restricted stock unit represents a contingent right to one share or cash (F1). The performance shares were earned under the 2023 award and vesting/performance criteria (F2).

Context

• This was not an open-market sale; it reflects conversion/settlement of performance-based awards with a portion of shares withheld to meet tax obligations (a routine administrative step). Such withholding is common and does not by itself indicate a discretionary sale or change in insider sentiment.