Visa details results of Class B exchange offer

Visa Inc. reported the expiration and results of its previously announced exchange offer for its privately held Class B-1 and Class B-2 common stock.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Visa Inc. reported the expiration and results of its previously announced exchange offer for its privately held Class B-1 and Class B-2 common stock. The offer let participating Class B shareholders swap their shares for a mix of Class B-3 common stock, Class C common stock and, where needed, cash instead of fractional shares.

Visa 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 into the offer. This accepted stock represents approximately 98 percent of outstanding Class B-1 and B-2 shares, including about 55 percent of outstanding Class B-1 shares and over 99 percent of outstanding Class B-2 shares, with settlement to occur promptly.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Class B-1 shares accepted: approximately 2.7 million shares Class B-2 shares accepted: approximately 119.8 million shares Portion of outstanding Class B-1 and B-2: approximately 98 percent +4 more

7 metrics

Class B-1 shares accepted approximately 2.7 million shares Tendered and accepted in exchange offer

Class B-2 shares accepted approximately 119.8 million shares Tendered and accepted in exchange offer

Portion of outstanding Class B-1 and B-2 approximately 98 percent Combined outstanding Class B-1 and B-2 shares represented by accepted stock

Portion of outstanding Class B-1 approximately 55 percent Outstanding Class B-1 shares represented by accepted stock

Portion of outstanding Class B-2 over 99 percent Outstanding Class B-2 shares represented by accepted stock

Exchange offer expiration date May 8, 2026 Expiration of Visa’s Class B exchange offer

Press release date May 11, 2026 Date Visa announced exchange offer results

Key Terms

Exchange Offer, Prospectus, Registration Statement, Schedule TO, +2 more

6 terms

Exchange Offer financial

"Visa today announced that its Exchange Offer for Class B-1 and B-2 common stock expired"

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.

Prospectus regulatory

"The Exchange Offer was made solely by the Prospectus."

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

Registration Statement regulatory

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

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

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.

forward-looking statements regulatory

"This communication contains forward-looking statements that relate to, among other things, the consummation of the Exchange Offer."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What did Visa (V) announce regarding its Class B exchange offer?

Visa announced the expiration and results of its exchange offer for Class B-1 and Class B-2 common stock, where participating holders could swap into Class B-3 and Class C shares, plus limited cash for fractional shares.

How many Visa Class B-1 and B-2 shares were accepted in the exchange?

Visa accepted approximately 2.7 million shares of Class B-1 common stock and approximately 119.8 million shares of Class B-2 common stock that were tendered by participating shareholders in the completed exchange offer.

What portion of Visa’s Class B shares participated in the exchange offer?

The accepted shares represent about 98 percent of outstanding Class B-1 and B-2 shares combined, including roughly 55 percent of outstanding Class B-1 shares and over 99 percent of outstanding Class B-2 shares, showing very high participation.

What did Class B holders receive in Visa’s exchange offer?

Each participating Class B shareholder could exchange their Class B-1 or B-2 shares for a combination of Visa Class B-3 common stock, Visa Class C common stock, and, when necessary, cash paid instead of issuing fractional share amounts.

When did Visa’s Class B exchange offer expire and settle?

Visa’s exchange offer for Class B-1 and B-2 common stock expired on May 8, 2026, and the company stated that settlement of the accepted exchanges will be made promptly following the expiration date.

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Accepted by SEC EDGAR 05/11/2026 - 09:10 AM

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): May 11, 2026

LOGO

VISA INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-33977

26-0267673

(State or Other Jurisdiction

of Incorporation or Organization)

(Commission

File Number)

(I.R.S. 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 (see General Instructions A.2. below):

☐	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 Securities Exchange Act of 1934:


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 7.01

Regulation FD Disclosure.

On May 11, 2026, Visa issued a press release announcing the expiration and results of its previously announced offer to exchange shares of Class B-1 common stock and Class B-2 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 issuing fractional shares. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. All information in the press release is furnished but not filed.

* * *

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

99.1		Press Release dated May 11, 2026.

104		The cover page from this Current Report on Form 8-K (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: May 11, 2026	By:	/s/ Chris Suh
		Name:	Chris Suh
		Title:	Chief Financial Officer

Exhibit 99.1

LOGO

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.

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EX-99.1 10.7 KB

Visa details results of Class B exchange offer

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