Visa (NYSE: V) moves $500M into U.S. litigation escrow, impacting EPS via share conversion

Rhea-AI Filing Summary

Visa Inc. authorized a deposit of $500 million into its U.S. litigation escrow account under its U.S. retrospective responsibility plan. This escrow is designed to address certain U.S. litigation exposures using funds set aside by the company.

When Visa funds this escrow, the value of its class B-1 and B-2 common stock, largely held by U.S. financial institutions, is diluted through downward adjustments to their conversion rates into class A common stock. This structure means the transaction affects earnings per share in a similar way to repurchasing class A shares, while the mechanics are carried out in line with Visa’s existing certificate of incorporation.

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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): December 23, 2025

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) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

V

New York Stock Exchange

1.500% Senior Notes due 2026

V26

New York Stock Exchange

2.250% Senior Notes due 2028

V28

New York Stock Exchange

2.000% Senior Notes due 2029

V29

New York Stock Exchange

3.125% Senior Notes due 2033

V33

New York Stock Exchange

2.375% Senior Notes due 2034

V34

New York Stock Exchange

3.500% Senior Notes due 2037

V37

New York Stock Exchange

3.875% Senior Notes due 2044

V44

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 8.01 Other Events.

On December 23, 2025, Visa Inc. (the “Company”) authorized the deposit of $500 million into the U.S. litigation escrow account previously established under the Company’s U.S. retrospective responsibility plan (the “Plan”). Under the terms of the Plan, when the Company funds the U.S. litigation escrow account, the value of the Company’s class B-1 and B-2 common stock, which are held predominantly by U.S. financial institutions and their affiliates and successors, are subject to dilution through downward adjustments to the conversion rates of the class B-1 to class A common stock and class B-2 to class A common stock. This has the same effect on earnings per share as repurchasing the Company’s class A common stock. The deposit and the adjustments to the class B-1 and B-2 conversion rates will be conducted in accordance with the Company’s certificate of incorporation currently in effect.

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:

December 23, 2025

By:

/s/ Chris Suh

Chris Suh Chief Financial Officer

FAQ

What action did Visa (V) take regarding its U.S. litigation escrow account?

Visa authorized the deposit of $500 million into its U.S. litigation escrow account established under its U.S. retrospective responsibility plan.

What is the purpose of Visa’s U.S. litigation escrow account?

The escrow account is part of Visa’s U.S. retrospective responsibility plan and is intended to hold funds to address certain U.S. litigation exposures.

How does funding the escrow affect Visa’s class B-1 and B-2 common stock?

Funding the escrow causes dilution of class B-1 and B-2 common stock through downward adjustments to their conversion rates into class A common stock.

Who primarily holds Visa’s class B-1 and B-2 common stock?

Visa states that its class B-1 and B-2 common stock are held predominantly by U.S. financial institutions and their affiliates and successors.

How does this transaction impact Visa’s earnings per share?

Visa explains that the dilution of class B-1 and B-2 conversion rates has the same effect on earnings per share as repurchasing its class A common stock.

Is the escrow deposit consistent with Visa’s governing documents?

Yes. Visa notes that the deposit and conversion rate adjustments will be carried out in accordance with its current certificate of incorporation.