[8-K] VISA INC. Reports Material Event

Rhea-AI Filing Summary

Visa Inc. reported that on September 25, 2025 it deposited $500 million into its U.S. litigation escrow account under the company's U.S. retrospective responsibility plan. That deposit triggered adjustments to the conversion rates for its class B-1 and B-2 common stock, lowering the B-1 rate from 1.5609 to 1.5549 and the B-2 rate from 1.5342 to 1.5223, effective September 25, 2025. Because those conversion-rate changes reduce the number of shares on an as-converted basis, the as-converted B-1 share count fell by approximately 28,885 to 7,518,496 and the as-converted B-2 share count fell by approximately 1,437,724 to 183,187,821. The company states the adjustments have the same effect on earnings per share as repurchasing class A common stock. Calculations used the 5-day volume-weighted average price from September 18–24, 2025 as required by the certificate of incorporation.

Positive

• $500 million deposit into the U.S. litigation escrow demonstrates available resources to satisfy plan obligations
• Conversion-rate reductions reduced as-converted share counts, producing an EPS-enhancing effect equivalent to a stock repurchase
• Transparent disclosure of exact conversion rates, share-count changes, and VWAP pricing window enables precise investor calculation

Negative

• Adjustment is non-cash and does not change operating cash flow or underlying business performance
• Does not eliminate litigation exposure; funds are held in escrow under the Plan rather than representing a resolution

Insights

Financial Analyst

TL;DR: A $500 million escrow deposit modestly reduces as-converted share counts, effectively supporting EPS without an actual open-market repurchase.

The deposit into the litigation escrow and resulting conversion-rate reductions mechanically lower the as-converted share count for B-1 and B-2 classes, which the company equates to the EPS effect of a repurchase of class A shares. This is a non-cash, structural adjustment tied to the Plan and the companys certificate of incorporation formula using a 5-day VWAP window. The changes are precise and disclosed with the specific conversion-rate and share-count impacts, which allows investors to quantify the EPS equivalence.

Corporate Governance Expert

TL;DR: The action follows governance rules in the certificate of incorporation and transparently documents conversion-rate mechanics.

The filing documents a governance-driven metric adjustment rather than an operational or cash-management change. The use of the Plans formula and the specified VWAP pricing period demonstrates procedural compliance. The disclosure is concise and provides the exact conversion-rate movements and resulting share-count reductions, enabling stakeholders to assess the mechanical impact on reported EPS metrics.

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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): September 26, 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 September 26, 2025, Visa Inc. (the “Company”) announced new conversion rates applicable to the Company’s class B-1 and B-2 common stock resulting from its September 25, 2025 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, the conversion rate applicable to the Company’s class B-1 common stock decreased from 1.5609 to 1.5549 and the conversion rate applicable to the Company's class B-2 common stock decreased from 1.5342 to 1.5223, in each case effective as of September 25, 2025.

The conversion rate adjustments have the same effect on earnings per share as repurchasing the Company’s class A common stock. Therefore the as-converted class B-1 common stock share count was reduced by approximately 28,885 from 7,547,381 to 7,518,496 and the as-converted class B-2 common stock share count was reduced by approximately 1,437,724 from 184,625,546 to 183,187,821. The deposit and conversion rate adjustment calculations were conducted in accordance with the Company’s certificate of incorporation currently in effect using the volume-weighted average price over the 5-day pricing period from September 18, 2025 through September 24, 2025.

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:

September 26, 2025

By:

/s/ Chris Suh

Chris Suh Chief Financial Officer

FAQ

What did Visa (V) deposit into the escrow and why does it matter?

Visa deposited $500 million into its U.S. litigation escrow under the company's plan; the deposit triggered conversion-rate changes that reduce as-converted share counts and have an EPS-equivalent effect.

How did the conversion rates change for Visa's Class B shares?

The Class B-1 conversion rate decreased from 1.5609 to 1.5549 and the Class B-2 rate decreased from 1.5342 to 1.5223, effective September 25, 2025.

By how many shares did the as-converted counts change?

As-converted Class B-1 shares fell by about 28,885 to 7,518,496; as-converted Class B-2 shares fell by about 1,437,724 to 183,187,821.

What pricing method was used to calculate the conversion adjustments?

Calculations used the volume-weighted average price (VWAP) over the 5-day period from September 18–24, 2025, per the certificate of incorporation.

Does this filing indicate a share repurchase by Visa?

The filing states the conversion-rate adjustment has the same effect on EPS as repurchasing class A stock, but it does not represent an actual open-market repurchase.