Visa Announces Expiration and Results of Exchange Offer for Class B-1 and Class B-2 Common Stock

Key Terms

exchange offer financial

An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.

class b-1 financial

Class B-1 is a specific category of a company's shares that carries its own set of rights—such as voting power, dividend priority, or conversion rules—distinct from other share classes. For investors it matters because these rules affect control, income and how easily the shares can be sold; think of it like different memberships in a club where each level gets different privileges and responsibilities.

class b-2 financial

Class B-2 denotes a specific subclass of a company’s stock that carries a distinct set of rights or restrictions—such as different voting power, dividend entitlements, or transfer limits—compared with other share classes. For investors, knowing a share’s class matters because it affects influence over corporate decisions, income from dividends and ease of selling the shares; think of it as a slice of the same pie that may come with a different fork or rule for eating it.

class b-3 common stock financial

Class B-3 common stock is a specific category of a company’s ordinary shares that carries rights defined by that company—often different voting power, dividend rules, or conversion features compared with other share classes. For investors, the label matters because it can affect control over corporate decisions, income entitlement, and how easily the shares can be sold; think of it like a different ticket type that grants distinct access and privileges at the same event.

class c common stock financial

A class C common stock is a type of company share that usually represents ownership but often carries limited or no voting power compared with other share classes. For investors, that matters because it can affect influence over company decisions and sometimes the stock’s price or dividend priority — think of it as owning a ticket to the same event but in a section with less say in how the event is run.

fractional shares financial

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

tendered financial

Tendered means that a shareholder or holder has submitted their shares or securities in response to an offer, such as a buyout bid or exchange proposal. Think of it like handing over your tickets in exchange for cash or new tickets; the number of shares tendered shows how many people accept the deal, which determines whether the offer succeeds and can materially affect the price investors receive and the company’s future control.

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SAN FRANCISCO--(BUSINESS WIRE)-- Visa (NYSE:V) today announced that its Exchange Offer for Class B-1 and B-2 common stock expired on May 8, 2026. The Exchange Offer allowed each participating holder of Class B common stock to exchange their shares of Class B common stock for a combination of Visa’s Class B-3 common stock, Visa’s Class C common stock and, where applicable, cash in lieu of fractional shares.

Today, Visa has accepted approximately 2.7 million shares of Class B-1 common stock and approximately 119.8 million shares of Class B-2 common stock tendered in the Exchange Offer. Based on the number of shares that were tendered, Visa will issue in exchange: ¹

• approximately 60.6 million shares of Class B-3 common stock;
• approximately 23.3 million shares of Class C common stock; and
• in lieu of issuing fractional shares, Visa will pay cash based on the reported closing Class A common stock price on the NYSE as of the expiration date of $318.79.

The accepted stock includes approximately 98 percent of outstanding Class B-1 and B-2 shares, representing approximately 55 percent of outstanding Class B-1 shares and over 99 percent of outstanding Class B-2 shares. Settlement of the exchange will be made promptly.

About Visa

Visa (NYSE: V) is a world leader in digital payments, facilitating transactions between consumers, sellers, financial institutions and government entities across more than 200 countries and territories. Our mission is to connect the world through the most innovative, convenient, reliable and secure payments network, enabling individuals, businesses and economies to thrive. We believe that economies that include everyone everywhere, uplift everyone everywhere and see access as foundational to the future of money movement. Learn more at Visa.com.

Additional Information and Where to Find It

The Exchange Offer was made solely by the Prospectus. Visa has also filed with the SEC a Schedule TO, which contains important information about the Exchange Offer. Copies of the Prospectus, the Registration Statement, the Schedule TO, the Letter of Transmittal and other related documents, and any other information that Visa files electronically with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov.

Visa has engaged Equiniti Trust Company, LLC and Sodali & Co. to act respectively as exchange agent and information agent for the Exchange Offer. To obtain copies of the Prospectus, the Letter of Transmittal and other related documents and for questions about the terms of the Exchange Offer, you may contact the Information Agent toll-free at (800) 662-5200 (for stockholders) or (203) 658-9400 (for banks and brokers).

Forward-Looking Statements

This communication contains forward-looking statements that relate to, among other things, the consummation of the Exchange Offer. Forward-looking statements generally are identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “projects,” “outlook,” “could,” “should,” “will,” “continue” and other similar expressions. All statements other than statements of historical fact could be forward-looking statements, which speak only as of the date they are made, are not guarantees of future events and are subject to certain risks, uncertainties and other factors, many of which are beyond Visa’s control and are difficult to predict. Except as required by law, Visa does not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the Exchange Offer or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

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1 As of the expiration date, the applicable Conversion Rate for the Class B-1 common stock, Class B-2 common stock and Class C common stock was 1.5475 shares of Class A common stock, 1.5075 shares of Class A common stock and 4 shares of Class A common stock, respectively.

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260511193035/en/

Investor Relations: InvestorRelations@visa.com

Media Relations: Press@visa.com

Source: Visa Inc.