Item 16. Form 10-K Summary

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Item 16. Form 10-K Summary

None.

EXHIBIT INDEX

Incorporated by Reference
ExhibitExhibitFileExhibitFiling
NumberDescriptionFormNumberNumberDate
2.1#Amended and Restated Transaction Agreement, dated as of May 10, 2016, between Visa Inc. and Visa Europe Limited8-K001-339772.15/10/2016
3.1Eighth Restated Certificate of Incorporation of Visa Inc.8-K001-339773.21/24/2024
3.2Amended and Restated Bylaws of Visa Inc.8-K001-339773.27/23/2025
4.1Form of stock certificate of Visa Inc.S-4/A333-1439664.19/13/2007
4.2Form of specimen certificate for class C common stock of Visa Inc.8-A000-535724.21/28/2009
4.3Certificate of Designations of Series A Convertible Participating Preferred Stock of Visa Inc.8-K001-339773.16/21/2016
4.4Certificate of Designations of Series B Convertible Participating Preferred Stock of Visa Inc.8-K001-339773.26/21/2016
4.5Certificate of Designations of Series C Convertible Participating Preferred Stock of Visa Inc.8-K001-339773.36/21/2016
4.6Indenture dated December 14, 2015 between Visa Inc. and U.S. Bank National Association8-K001-339774.112/14/2015
4.7Form of 3.150% Senior Note due 20258-K001-339774.512/14/2015
4.8Form of 1.500% Senior Note due 20268-K001-339774.16/1/2022
4.9Form of 0.750% Senior Note due 20278-K001-339774.18/17/2020
4.10Form of 1.900% Senior Note due 20278-K001-339774.14/2/2020
4.11Form of 2.750% Senior Note due 20278-K001-339774.29/11/2017
4.12Form of 2.250% Senior Notes due 20288-K001-339774.15/15/2025
4.13Form of 2.000% Senior Note due 20298-K001-339774.26/1/2022
4.14Form of 2.050% Senior Note due 20308-K001-339774.24/2/2020
4.15Form of 1.100% Senior Note due 20318-K001-339774.28/17/2020
4.16Form of 3.125% Senior Notes due 20338-K001-339774.25/15/2025
4.17Form of 2.375% Senior Note due 20348-K001-339774.36/1/2022
4.18Form of 4.150% Senior Note due 20358-K001-339774.612/14/2015
4.19Form of 3.500% Senior Notes due 20378-K001-339774.35/15/2025
4.20Form of 2.700% Senior Note due 20408-K001-339774.34/2/2020
4.21Form of 3.875% Senior Notes due 20448-K001-339774.45/15/2025
4.22Form of 4.300% Senior Note due 20458-K001-339774.712/14/2015
4.23Form of 3.650% Senior Note due 20478-K001-339774.39/11/2017
4.24Form of 2.000% Senior Note due 20508-K001-339774.38/17/2020
4.25+Description of Securities
10.1Form of Indemnity Agreement10-Q001-3397710.11/31/2020
10.2Amended and Restated Global Restructuring Agreement, dated August 24, 2007, by and among Visa Inc., Visa International Service Association, Visa U.S.A. Inc., Visa Europe Limited, Visa Canada Association, Inovant LLC, Inovant, Inc., Visa Europe Services, Inc., Visa International Transition LLC, VI Merger Sub, Inc., Visa USA Merger Sub Inc. and 1734313 Ontario Inc.S-4/A333-143966Annex A9/13/2007
10.3Form of Escrow Agreement by and among Visa Inc., Visa U.S.A. Inc. and the escrow agentS-4333-14396610.156/22/2007
10.4øForm of Framework Agreement by and among Visa Inc., Visa Europe Limited, Inovant LLC, Visa International Services Association and Visa U.S.A. Inc.S-4/A333-14396610.177/24/2007
10.5#Amended and Restated Five Year Revolving Credit Agreement, dated as of May 31, 2023, by and among Visa Inc., Visa International Service Association, Visa U.S.A. Inc. and Visa Europe Limited, as borrowers, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank N.A., as syndication agent, and the lenders referred to therein10-Q001-3397710.107/26/2023
10.6øForm of Interchange Judgment Sharing Agreement by and among Visa International Service Association and Visa U.S.A. Inc., and the other parties theretoS-4/A333-14396610.137/24/2007
10.7Interchange Judgment Sharing Agreement Schedule8-K001-3397710.22/8/2011
10.8Amendment of Interchange Judgment Sharing Agreement10-K001-3397710.1011/20/2015
10.9Form of Loss Sharing Agreement by and among Visa U.S.A. Inc., Visa International Service Association, Visa Inc. and various financial institutionsS-4/A333-14396610.147/24/2007
10.10Loss Sharing Agreement Schedule8-K001-3397710.12/8/2011
10.11Amendment of Loss Sharing Agreement10-K001-3397710.1311/20/2015
10.12Form of Litigation Management Agreement by and among Visa Inc., Visa International Service Association, Visa U.S.A. Inc. and the other parties theretoS-4/A333-14396610.188/22/2007
10.13Omnibus Agreement, dated February 7, 2011, regarding Interchange Litigation Judgment Sharing and Settlement Sharing by and among Visa Inc., Visa U.S.A. Inc., Visa International Service Association, Mastercard Incorporated, Mastercard International Incorporated and the parties thereto8-K001-3397710.27/16/2012
10.14Amendment, dated August 26, 2014, to the Omnibus Agreement regarding Interchange Litigation Judgment Sharing and Settlement Sharing by and among Visa Inc., Visa U.S.A. Inc., Visa International Service Association, Mastercard Incorporated, Mastercard International Incorporated and the parties thereto10-K001-3397710.1411/21/2014
10.15Second Amendment, dated October 22, 2015, to Omnibus Agreement regarding Interchange Litigation Judgment Sharing and Settlement Sharing10-K001-3397710.1711/20/2015
10.16Settlement Agreement, dated October 19, 2012, by and among Visa Inc., Visa U.S.A. Inc., Visa International Service Association, Mastercard Incorporated, Mastercard International Incorporated, various U.S. financial institution defendants, and the class plaintiffs to resolve the class plaintiffs’ claims in the matter styled In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, No. 05-MD-172010-Q001-3397710.32/6/2013
10.17Superseding and Amended Settlement Agreement, dated September 17, 2018, by and among Visa Inc., Visa U.S.A. Inc., Visa International Service Association, Mastercard Incorporated, Mastercard International Incorporated, various U.S. financial institution defendants, and the damages class plaintiffs to resolve the damages class plaintiffs’ claims in the matter styled In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, No. 05-MD-17208-K001-3397710.19/18/2018
10.18Form of Makewhole AgreementS-4/A333-27674799.23/11/2024
10.19Loss Sharing Agreement, dated as of November 2, 2015, among the UK Members listed on Schedule 1 thereto, Visa Inc. and Visa Europe Limited8-K001-3397710.111/2/2015
10.20Litigation Management Deed, dated as of June 21, 2016, by and among the VE Member Representative, Visa Inc., the LMC Appointing Members, the UK&I DCC Appointing Members, the Europe DCC Appointing Members and the UK&I DCC Interested Members8-K001-3397710.16/21/2016
10.21*Visa 2005 Deferred Compensation Plan, effective as of August 12, 201510-K001-3397710.2111/20/2015
10.22*Visa Directors Deferred Compensation Plan, as amended and restated as of July 22, 201410-K001-3397710.1711/21/2014
10.23*Visa Inc. 2007 Equity Incentive Compensation Plan, amended and restated as of January 26, 20218-K001-3397710.221/27/2021
10.24*Visa Inc. Incentive Plan, as amended and restated as of July 18, 202210-Q001-3397710.17/28/2022
10.25*Visa Excess Thrift Plan, as amended and restated as of January 1, 200810-K001-3397710.3111/21/2008
10.26*Visa Excess Retirement Benefit Plan, as amended and restated as of January 1, 200810-K001-3397710.3211/21/2008
10.27*First Amendment, effective January 1, 2011, of the Visa Excess Retirement Benefit Plan, as amended and restated as of January 1, 200810-K001-3397710.3411/18/2011
10.28*Visa Inc. Executive Severance Plan, effective as of January 1, 202210-Q001-3397710.81/28/2022
10.29*Visa Executive Officer Cash Severance Policy, effective as of November 6, 202310-K001-3397710.2811/15/2023
10.30*Visa Inc. Clawback Policy, as amended and restated November 1, 202310-K001-3397710.2911/15/2023
10.31*Visa Inc. Employee Stock Purchase PlanDEF 14A001-33977Appendix B12/12/2014
10.32*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 1, 201410-K001-3397710.4011/21/2014
10.33*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 201510-Q001-3397710.11/28/2016
10.34*Form of Alternate Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 201510-K001-3397710.3411/18/2021
10.35*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 1, 201710-Q001-3397710.12/1/2018
10.36*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 1, 201810-Q001-3397710.11/31/2019
10.37*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 201810-Q001-3397710.61/31/2019
10.38*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after January 1, 202110-K001-3397710.4411/18/2021
10.39*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for the CEO for awards granted after November 1, 202110-Q001-3397710.21/28/2022
10.40*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for the CEO for awards granted after November 1, 202110-Q001-3397710.31/28/2022
10.41*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for the CEO for awards granted after November 1, 202110-Q001-3397710.41/28/2022
10.42*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 1, 202110-Q001-3397710.51/28/2022
10.43*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 202110-Q001-3397710.61/28/2022
10.44*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 1, 202110-Q001-3397710.71/28/2022
10.45*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after January 23, 202310-Q001-3397710.14/27/2023
10.46*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after January 23, 202310-Q001-3397710.24/27/2023
10.47*Form of Alternate Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after January 23, 202310-Q001-3397710.34/27/2023
10.48*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 202410-Q001-3397710.11/31/2025
10.49*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 1, 202410-Q001-3397710.21/31/2025
10.50*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 1, 202410-Q001-3397710.31/31/2025
10.51*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted on and after January 28, 202510-Q001-3397710.14/30/2025
10.52*Form of Amendment Notification to Stock Option and Performance Share Award Holders10-Q001-3397710.44/27/2023
10.53*Offer Letter and One-Time Cash Award Agreement, dated June 13, 2023, between Visa Inc. and Chris Suh8-K001-3397799.206/20/2023
10.54*Aircraft Time Sharing Agreement, effective January 30, 2023, between Visa and Ryan McInerney10-Q001-3397710.64/27/2023
10.55*Amendment to the Aircraft Time Sharing Agreement, dated as of May 20, 2025, between Visa and Ryan McInerney10-Q001-3397710.17/30/2025
19.1Prevention of Insider Trading Policy, as Amended and Restated on July 18, 202410-K001-3397719.111/13/2024
21.1+List of Significant Subsidiaries of Visa Inc.
23.1+Consent of KPMG LLP, Independent Registered Public Accounting Firm
31.1+Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2+Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32.1+Section 1350 Certification of Principal Executive and Financial Officer
101.INS+Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH+Inline XBRL Taxonomy Extension Schema Document
101.CAL+Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB+Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE+Inline XBRL Taxonomy Extension Presentation Linkbase Document
104+Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

ø Confidential treatment has been requested for portions of this agreement. A completed copy of the agreement, including the redacted portions, has been filed separately with the SEC.

  • Management contract, compensatory plan or arrangement.

+ Filed or furnished herewith.

Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

VISA INC.
By:/s/ Ryan McInerney
Name:Ryan McInerney
Title:Chief Executive Officer
Date:November 6, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated:

SignatureTitleDate
/s/ Ryan McInerneyChief Executive Officer and DirectorNovember 6, 2025
Ryan McInerney(Principal Executive Officer)
/s/ Chris SuhChief Financial OfficerNovember 6, 2025
Chris Suh(Principal Financial Officer)
/s/ Peter AndreskiGlobal Corporate Controller, Chief Accounting OfficerNovember 6, 2025
Peter Andreski(Principal Accounting Officer)
/s/ John F. LundgrenBoard ChairNovember 6, 2025
John F. Lundgren
/s/ Lloyd A. CarneyDirectorNovember 6, 2025
Lloyd A. Carney
/s/ Kermit R. CrawfordDirectorNovember 6, 2025
Kermit R. Crawford
/s/ Francisco Javier Fernández-CarbajalDirectorNovember 6, 2025
Francisco Javier Fernández-Carbajal
/s/ Ramon LaguartaDirectorNovember 6, 2025
Ramon Laguarta
/s/ Teri L. ListDirectorNovember 6, 2025
Teri L. List
/s/ Denise M. MorrisonDirectorNovember 6, 2025
Denise M. Morrison
/s/ Pamela MurphyDirectorNovember 6, 2025
Pamela Murphy
/s/ William ReadyDirectorNovember 6, 2025
William Ready
/s/ Linda J. RendleDirectorNovember 6, 2025
Linda J. Rendle
/s/ Maynard G. Webb, Jr.DirectorNovember 6, 2025
Maynard G. Webb, Jr.

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