Visa (NYSE: V) funds $125M escrow and cuts class B conversion rates

Rhea-AI Filing Summary

Visa Inc. deposited $125 million into its U.S. litigation escrow account under its U.S. retrospective responsibility plan. This mechanism shifts potential U.S. litigation costs to a special escrow funded by the company.

The deposit triggered automatic downward adjustments in conversion rates for class B-1 and B-2 common stock, which are predominantly held by U.S. financial institutions. The class B-1 conversion rate to class A shares decreased from 1.5491 to 1.5475, and the class B-2 conversion rate decreased from 1.5108 to 1.5075, effective as of February 26, 2026. As a result, the as-converted class B-1 share count fell by about 7,880 shares to 7,482,834, and the as-converted class B-2 share count fell by about 392,202 shares to 181,412,788. Visa notes these conversion adjustments have the same effect on earnings per share as repurchasing class A common stock.

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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): February 25, 2026

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 February 25, 2026, Visa Inc. (the “Company”) authorized the deposit of $125 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 deposit resulted in the decrease in the conversion rate applicable to the Company’s class B-1 common stock from 1.5491 to 1.5475 and the decrease in the conversion rate applicable to the Company’s class B-2 common stock from 1.5108 to 1.5075, effective as of February 26, 2026.

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 7,880 from 7,490,714 to 7,482,834 and the as-converted class B-2 common stock share count was reduced by approximately 392,202 from 181,804,989 to 181,412,788. 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 one-day pricing period on February 25, 2026.

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:

February 27, 2026

By:

/s/ Chris Suh

Chris Suh Chief Financial Officer

FAQ

What did Visa Inc. (V) announce regarding its litigation escrow account?

Visa Inc. deposited $125 million into its U.S. litigation escrow account. This account is part of its U.S. retrospective responsibility plan, helping allocate potential U.S. litigation costs while automatically adjusting class B share conversion rates to reflect the new funding.

How did the $125 million deposit affect Visa (V) class B-1 conversion rates?

The deposit reduced the class B-1 conversion rate from 1.5491 to 1.5475 per class A share. This also lowered the as-converted class B-1 share count by about 7,880, from 7,490,714 to 7,482,834, slightly concentrating value in existing class A shares.

How were Visa (V) class B-2 shares impacted by the escrow funding?

The class B-2 conversion rate to class A shares decreased from 1.5108 to 1.5075. This adjustment reduced the as-converted class B-2 share count by roughly 392,202, from 181,804,989 to 181,412,788, mirroring the economic effect of a small share repurchase.

What is the effect of Visa’s conversion rate changes on earnings per share?

Visa states the conversion rate adjustments have the same effect on earnings per share as repurchasing class A common stock. By slightly reducing as-converted class B share counts, the changes marginally increase EPS relative to an unchanged share base.

When did Visa’s new conversion rates for class B shares become effective?

The new conversion rates for Visa’s class B-1 and B-2 common stock became effective on February 26, 2026. The company calculated these adjustments using the volume-weighted average price over a one-day pricing period on February 25, 2026.

How were Visa’s class B conversion rate adjustments calculated?

The adjustments were calculated under Visa’s existing certificate of incorporation. The company used the volume-weighted average price of its stock over a one-day pricing period on February 25, 2026 to determine the new class B-1 and B-2 conversion rates.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 3.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 8.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 33.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 20.3 KB