UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2023

VISA INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-33977		26-0267673
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)


P.O. Box 8999
San Francisco,
California		94128-8999
(Address of Principal Executive Offices)		(Zip Code)

Registrant's Telephone Number, Including Area Code: (650) 432-3200

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share	V	New York Stock Exchange
1.500% Senior Notes due 2026	V26	New York Stock Exchange
2.000% Senior Notes due 2029	V29	New York Stock Exchange
2.375% Senior Notes due 2034	V34	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 16, 2023, Visa Inc. (“Visa” or “the Company”) announced that Vasant Prabhu, 63, Vice Chair, Chief Financial Officer, will depart the Company on September 30, 2023. Mr. Prabhu will assist the Company with the search for and onboarding of his replacement, allowing sufficient time for an orderly transition of duties to his successor. With this departure, Mr. Prabhu will be entitled to receive the separation payments due under and in accordance with sections 2(h)(i) and 4(b) and the related terms of the Visa Inc. Executive Severance Plan (the “Plan”). The Plan was previously filed with the SEC as Exhibit 10.8 to the Company’s current report on Form 10-Q, filed January 28, 2022. No new compensatory arrangements are being entered into with Mr. Prabhu in connection with his departure from the Company. A press release announcing Mr. Prabhu’s departure is attached as Exhibit 99.1 and is incorporated by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release issued by Visa Inc. dated February 16, 2023
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VISA INC.

Date: February 16, 2023	By:	/s/ Kelly Mahon Tullier
		Kelly Mahon Tullier
		Vice Chair, Chief People and Corporate Affairs Officer, and Corporate Secretary