Visa updates bylaws with exclusive forum clauses
Visa Inc. reports that its Board of Directors amended the company’s Amended and Restated Bylaws, effective July 14, 2026.
Rhea-AI Filing Summary
Visa Inc. reports that its Board of Directors amended the company’s Amended and Restated Bylaws, effective July 14, 2026. The revisions add exclusive forum provisions that govern where certain legal actions involving the company may be brought.
The amendments designate the Court of Chancery of the State of Delaware, or if that court lacks subject matter jurisdiction any state court in Delaware, as the exclusive forum for bringing certain actions against Visa. They also designate the federal district courts of the United States as the exclusive forum for claims under the Securities Act of 1933, unless Visa consents in writing to an alternative forum. A copy of the amended and restated bylaws is provided as Exhibit 3.2.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.03, 9.01
2 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Bylaw amendment effective date: July 14, 2026
2.250% Senior Notes coupon: 2.250%
2.000% Senior Notes coupon: 2.000%
+1 more
4 metrics
Bylaw amendment effective date
July 14, 2026
Effective date of amendments to Visa Inc.’s Amended and Restated Bylaws
2.250% Senior Notes coupon
2.250%
Coupon rate of Visa’s Senior Notes due 2028 listed on the NYSE
2.000% Senior Notes coupon
2.000%
Coupon rate of Visa’s Senior Notes due 2029 listed on the NYSE
3.125% Senior Notes coupon
3.125%
Coupon rate of Visa’s Senior Notes due 2033 listed on the NYSE
Key Terms
exclusive forum, Court of Chancery of the State of Delaware, Securities Act of 1933, Amended and Restated Bylaws
4 terms
exclusive forum regulatory
"the amendments designate ... as the exclusive forum for bringing certain actions"
Court of Chancery of the State of Delaware regulatory
"designate (i) the Court of Chancery of the State of Delaware or, if such court"
Securities Act of 1933 regulatory
"the federal district courts of the United States as the exclusive forum for bringing claims under the Securities Act of 1933"
Amended and Restated Bylaws regulatory
"amended the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”)"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
FAQ
What bylaw change did Visa (V) adopt on July 14, 2026?
Visa’s Board amended the company’s bylaws effective July 14, 2026 to add exclusive forum provisions. These provisions specify designated courts for certain actions against Visa and for claims under the Securities Act of 1933, unless the company agrees in writing to another forum.
Which courts are the exclusive forum for most internal actions against Visa (V)?
For certain actions against Visa Inc., the exclusive forum is the Court of Chancery of the State of Delaware. If that court lacks subject matter jurisdiction, any other state court located within Delaware serves as the exclusive forum, absent Visa’s written consent to a different forum.
How do Visa’s amended bylaws treat Securities Act of 1933 claims?
Visa’s amended bylows designate the federal district courts of the United States as the exclusive forum for claims under the Securities Act of 1933. This applies to such federal securities claims unless Visa provides written consent allowing those claims to be brought in another forum.
Can Visa (V) allow lawsuits to proceed in a forum other than those designated?
Yes. While the bylaws set exclusive forums for certain actions and Securities Act claims, Visa may consent in writing to an alternative forum. Without that written consent, the designated Delaware courts and U.S. federal district courts control the venue for covered disputes.
Where can investors find the full text of Visa’s amended bylaws?
The full text of Visa’s amended and restated bylaws is included as Exhibit 3.2. That exhibit contains the complete language of the exclusive forum provisions and other bylaw terms as amended effective July 14, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): July 14, 2026
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (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 | ||||||||||||
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Board of Directors of Visa Inc. (the “Company”) amended the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”), effective July 14, 2026. The amendments designate (i) the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any state court located within the State of Delaware, as the exclusive forum for bringing certain actions against the Company, and (ii) the federal district courts of the United States as the exclusive forum for bringing claims under the Securities Act of 1933, as amended, in each case, unless the Company consents in writing to an alternative forum.
The foregoing description of the amendments is qualified in its entirety by reference to the Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
3.2 | Amended and Restated Bylaws of Visa Inc. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
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: | July 15, 2026 | By: | /s/ Kelly Mahon Tullier | ||||||||||||||
| Kelly Mahon Tullier, Vice Chair, Chief People and Corporate Affairs Officer and Corporate Secretary | |||||||||||||||||