Visa accepts ~122.5M Class B shares in exchange offer

Visa Inc. announced that its Exchange Offer for Class B-1 and Class B-2 common stock expired on May 8, 2026 and that Visa accepted approximately 2.7 million shares of Class B-1 and approximately 119.8 million shares of Class B-2 tendered in the Exchange Offer.

Rhea-AI Filing Summary

Visa Inc. announced that its Exchange Offer for Class B-1 and Class B-2 common stock expired on May 8, 2026 and that Visa accepted approximately 2.7 million shares of Class B-1 and approximately 119.8 million shares of Class B-2 tendered in the Exchange Offer. The Exchange Offer permitted participating holders to exchange Class B shares for a combination of Class B-3 common stock, Class C common stock and, where applicable, cash in lieu of fractional shares. The company states 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.

Insights

Corporate Actions Attorney

Exchange offer accepted overwhelmingly for Class B-2; settlement to follow.

The company reports acceptance of approximately 2.7 million Class B-1 shares and 119.8 million Class B-2 shares tendered, and states settlement will be made promptly. The exchange will deliver a mix of Class B-3, Class C and cash in lieu of fractional shares.

Key legal dependencies include the prospectus and the filed Schedule TO; parties should consult the Letter of Transmittal and exchange agent disclosures for settlement mechanics and tax implications.

Capital Markets Strategist

High participation for Class B-2 signals broad holder engagement in the exchange.

The filing shows approximately over 99 percent of outstanding Class B-2 shares tendered and acceptance of roughly 119.8 million shares, while Class B-1 participation was lower in proportional terms. The exchange issues new share classes and cash where applicable.

Practical items to watch in subsequent filings include the final share issuance counts at settlement and any disclosure about fractional-share cash calculations; timing is described as "promptly" in the communication.

Key Figures

Class B-1 shares accepted: 2.7 million shares Class B-2 shares accepted: 119.8 million shares Accepted portion of outstanding Class B shares: 98 percent +2 more

5 metrics

Class B-1 shares accepted 2.7 million shares accepted in the Exchange Offer

Class B-2 shares accepted 119.8 million shares accepted in the Exchange Offer

Accepted portion of outstanding Class B shares 98 percent accepted stock includes approximately 98 percent of outstanding Class B-1 and B-2 shares

Portion of outstanding Class B-1 55 percent representing approximately 55 percent of outstanding Class B-1 shares

Portion of outstanding Class B-2 over 99 percent representing over 99 percent of outstanding Class B-2 shares

Key Terms

Exchange Offer, Schedule TO, Letter of Transmittal, cash in lieu

4 terms

Exchange Offer regulatory

"The Exchange Offer allowed each participating holder of Class B common stock"

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.

Schedule TO regulatory

"Visa has also filed with the SEC a Schedule TO, which contains important information"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

Letter of Transmittal regulatory

"Copies of the Prospectus, the Registration Statement, the Schedule TO, the Letter of Transmittal"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

cash in lieu financial

"and, where applicable, cash in lieu of fractional shares"

Cash in lieu is a cash payment made instead of issuing a fractional share when a corporate action (such as a stock dividend, spin-off, split, merger, or conversion) would otherwise entitle a holder to less than one full share. Transfer agents or brokers aggregate fractional entitlements and pay each holder a monetary amount equal to the fractional portion multiplied by a price determined for the transaction (commonly a closing price, average price over a set period, or a contract-specified price); the exact calculation and any rounding or fees are set by the issuer, transfer agent or the transaction documents.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were the results of Visa's exchange offer (V)?

Visa accepted approximately 2.7 million Class B-1 shares and approximately 119.8 million Class B-2 shares tendered in the exchange offer expired May 8, 2026. The exchange will issue Class B-3 and Class C shares and cash for fractional shares.

How much of Visa's Class B shares were tendered in the exchange offer?

The company states the accepted stock includes approximately 98 percent of outstanding Class B-1 and B-2 shares, equating to about 55 percent of Class B-1 outstanding and over 99 percent of Class B-2 outstanding.

When will the exchange settlement occur for Visa's offer?

Settlement of the exchange will be made promptly, according to the communication. For procedural details and timing, holders should refer to the Prospectus, the Schedule TO and the Letter of Transmittal provided by the exchange and information agents.

What will participating holders receive in Visa's exchange?

Participating holders receive a combination of Class B-3 common stock, Class C common stock and, where applicable, cash in lieu of fractional shares. Exact issuance amounts will be determined based on accepted tenders and settlement processing.

Where can I find official documents about Visa's exchange offer?

Copies of the Prospectus, the Registration Statement, the filed Schedule TO, the Letter of Transmittal and related documents are available free at the SEC website www.sec.gov and from Visa or the designated exchange and information agents.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 09:07 AM EDT Learn about SEC filing dates

Filed by Visa Inc.

pursuant to Rule 425 under the Securities Act of 1933, as amended

Subject Company: Visa Inc.

Commission File No.: 001-33977

News Release

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

SAN FRANCISCO – May 11, 2026 – 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).

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.

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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.

Contacts:

Investor Relations: InvestorRelations@visa.com

Media Relations: Press@visa.com

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