VISA INC. — Form 8-K

Visa Inc. adopted amended and restated bylaws effective July 14, 2026. Key changes include: (1) proxy access allowing eligible stockholders owning ≥3% continuously for 3 years to nominate up to 20% of director candidates; (2) special meeting threshold lowered to 15% ownership (vs. prior standard); (3) enhanced stockholder notice procedures with deficiency cure rights; (4) expanded proxy access nomination requirements including derivative instrument disclosures; (5) Delaware Court of Chancery designated as exclusive forum for internal corporate disputes, and federal courts for Securities Act claims. No specific dollar amounts, counterparties, or transaction details involved—this is a governance document only.