Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On November 17, 2022, Visa Inc. (the "Company") announced that the Company's Board of Directors had unanimously elected Ryan McInerney to succeed Alfred F. Kelly, Jr. as the Company's Chief Executive Officer, effective February 1, 2023. At that time, Mr. Kelly will no longer serve as the Company's Chief Executive Officer but will continue to serve the Company as Executive Chairman of the Board of Directors. The Board of Directors expects to appoint Mr. McInerney to the Board effective upon his transition to Chief Executive Officer.

Mr. McInerney, 47, has served as President of the Company since 2013. Prior to joining the Company, Mr. McInerney served as Chief Executive Officer of Consumer Banking for JPMorgan Chase, a global financial services firm, from June 2010 to May 2013, and prior to that time as Chief Operating Officer for Home Lending and Chief Risk Officer for JPMorgan Chase's consumer businesses. Prior to joining JPMorgan Chase, Mr. McInerney was a Principal at McKinsey & Company in the firm's retail banking and payments practices.

The Company has not entered into, amended, or modified any plan, contract, arrangement, grant, or award in connection with the transition described above. Mr. McInerney does not have any relationship requiring disclosure under Item 404 of Regulation S-K.

A copy of the Company's press release dated November 17, 2022, announcing the transition described above is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release issued by Visa Inc., dated November 17, 2022

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