Visa (NYSE: V) settles Class B exchange and sets makewhole, $17.4B litigation figure
Rhea-AI Filing Summary
Visa Inc. reported that on May 12, 2026 it settled its previously announced exchange offer for all outstanding Class B-1 and Class B-2 common stock, exchanging those shares for Class B-3 and Class C common stock under a Form S-4 prospectus dated April 13, 2026.
In connection with the settlement, Visa entered into makewhole agreements effective May 11, 2026 with participating Class B-1 and Class B-2 holders and, where applicable, their parent guarantors. After the Class B-3 value received in the exchange is fully reduced through downward conversion rate adjustments, those holders must reimburse Visa in cash for portions of future deposits into the U.S. covered litigation escrow account that would otherwise have been absorbed through further conversion rate reductions on their former Class B-1 or B-2 shares.
The makewhole agreements also restrict the timing of transfers of Class C common stock received in the exchange. A participating holder may transfer only up to one-third of its Class C shares before June 25, 2026, and only up to two-thirds before August 9, 2026. Visa disclosed that estimated interchange reimbursement fees at issue in unresolved U.S. covered litigation claims were $17.4 billion as of May 11, 2026.
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Insights
Visa ties exchange offer to makewhole protection on U.S. litigation exposure.
Visa completed the exchange of its Class B-1 and B-2 common stock into Class B-3 and Class C shares and simultaneously signed makewhole agreements with participating holders. These agreements govern how future U.S. covered litigation escrow deposits are economically shared after conversion rate reductions are exhausted.
Under the structure, once the value of Class B-3 received in the exchange is fully reduced by downward conversion rate adjustments, participating holders reimburse Visa in cash for portions of later escrow deposits they would otherwise have borne via additional conversion cuts. This effectively preserves their economic role in funding potential litigation outcomes while simplifying the share structure.
The agreements also stage liquidity for Class C shares, limiting transfers to one-third of received Class C stock before June 25, 2026 and two-thirds before August 9, 2026. Estimated interchange reimbursement fees at issue in unresolved U.S. covered litigation claims total $17.4 billion as of May 11, 2026, so the mechanics governing who ultimately bears that exposure remain a key element of Visa’s capital framework.
8-K Event Classification
Key Figures
Key Terms
Makewhole Agreements financial
U.S. covered litigation escrow account regulatory
interchange reimbursement fees financial
Class B-1 common stock financial
Class C common stock financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On May 12, 2026, Visa Inc. (“Visa”) settled its previously announced exchange offer (the “Exchange Offer”) for any and all outstanding shares of its Class B-1 and Class B-2 common stock, the terms of which were described in the prospectus, dated April 13, 2026, constituting part of Visa’s registration statement on Form S-4, as amended (File No. 333-294062).
In connection with the Exchange Offer, Visa entered into makewhole agreements (collectively, the “Makewhole Agreements”), effective May 11, 2026, with the holders of the Class B-1 common stock and Class B-2 common stock accepted in the Exchange Offer and, where applicable, such holders’ respective parent guarantors.
Under the Makewhole Agreements, each participating holder is obligated, after the value of the Class B-3 common stock it received in the Exchange Offer has been depleted through downward conversion rate adjustments, to reimburse Visa in cash for the portion of any future deposit into the U.S. covered litigation escrow account that, but for the holder’s participation in the Exchange Offer, would have been absorbed by such holder through downward adjustments to the conversion rate of the Class B-1 common stock or Class B-2 common stock, as applicable, it tendered in the Exchange Offer.
The Makewhole Agreements also provide for the staged transfer of the Class C common stock that participating holders received in the Exchange Offer. A participating holder may only transfer up to one-third of the Class C common stock it received in the Exchange Offer prior to June 25, 2026, and only up to two-thirds of the Class C common stock it received in the Exchange Offer prior to August 9, 2026.
The foregoing description of the Makewhole Agreements does not purport to be complete and is qualified entirely by reference to the Form of the Makewhole Agreement, filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 8.01 Other Events.
The information set forth in the first paragraph under Item 1.01 concerning the settlement of the Exchange Offer is incorporated by reference into this Item 8.01.
The estimated interchange reimbursement fees at issue in unresolved claims for damages in the U.S. covered litigation was $17.4 billion as of May 11, 2026.1
| 1 | This figure is estimated and approximated. The estimated interchange reimbursement fees at issue does not include interchange reimbursement fees attributable to claims in certain purported indirect purchaser class actions or any opt outs that have not asserted a claim for damages. The interchange at issue for unresolved claims will continue to increase. See U.S. Covered Litigation in Note 20—Legal Matters to our consolidated financial statements included in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 and any subsequent reports on Forms 10-Q and 8-K for more information on the Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions. |
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Form of Makewhole Agreement. | |
| 104 | The cover page from this Current Report on Form 8-K (formatted as Inline XBRL). | |
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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: May 12, 2026 | By: | /s/ Chris Suh | ||||
| Name: | Chris Suh | |||||
| Title: | Chief Financial Officer | |||||
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