Visa (NYSE: V) funds $250M litigation escrow and adjusts class B share conversions
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Visa Inc. deposited $250 million into its U.S. litigation escrow account under its U.S. retrospective responsibility plan. Funding this escrow reduces the conversion rates of its class B-1, B-2, and B-3 common stock into class A shares, which are largely held by U.S. financial institutions.
The class B-1 conversion rate moved from 1.5475 to 1.5445, class B-2 from 1.5075 to 1.5014, and class B-3 from 1.5075 to 1.4953, effective June 25, 2026. As a result, the as-converted class B-1 share count fell from 3,373,814 to 3,367,156, class B-2 from 733,661 to 730,688, and class B-3 from 91,340,149 to 90,599,965. The company states these adjustments have the same effect on earnings per share as repurchasing class A shares.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 8.01 — Other Events
1 item
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Key Figures
Escrow deposit: $250 million
Class B-1 conversion rate: 1.5475 to 1.5445
Class B-2 conversion rate: 1.5075 to 1.5014
+4 more
7 metrics
Escrow deposit
$250 million
Deposit into U.S. litigation escrow account on June 24, 2026
Class B-1 conversion rate
1.5475 to 1.5445
Conversion rate to class A common stock effective June 25, 2026
Class B-2 conversion rate
1.5075 to 1.5014
Conversion rate to class A common stock effective June 25, 2026
Class B-3 conversion rate
1.5075 to 1.4953
Conversion rate to class A common stock effective June 25, 2026
Class B-1 as-converted shares
3,373,814 to 3,367,156
As-converted class B-1 share count after adjustment
Class B-2 as-converted shares
733,661 to 730,688
As-converted class B-2 share count after adjustment
Class B-3 as-converted shares
91,340,149 to 90,599,965
As-converted class B-3 share count after adjustment
Key Terms
U.S. litigation escrow account, U.S. retrospective responsibility plan, conversion rates, as-converted class B-1 common stock share count, +1 more
5 terms
U.S. litigation escrow account financial
"authorized the deposit of $250 million into the U.S. litigation escrow account"
U.S. retrospective responsibility plan financial
"previously established under the Company’s U.S. retrospective responsibility plan"
conversion rates financial
"subject to dilution through downward adjustments to the conversion rates of the class B-1 to class A common stock"
volume-weighted average price financial
"using the volume-weighted average price over the two-day pricing period"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
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): June 24, 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 8.01 Other Events.
On June 24, 2026, Visa Inc. (the “Company”) authorized the deposit of $250 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, B-2, and B-3 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, class B-2 to class A common stock, and class B-3 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 1.5475 to 1.5445, the decrease in the conversion rate applicable to the Company’s class B-2 common stock from 1.5075 to 1.5014, and the decrease in the conversion rate applicable to the Company's B-3 common stock from 1.5075 to 1.4953, effective as of June 25, 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 6,658 from 3,373,814 to 3,367,156, the as-converted class B-2 common stock share count was reduced by approximately 2,973 from 733,661 to 730,688, and the as-converted class B-3 common stock share count was reduced by approximately 740,184 from 91,340,149 to 90,599,965. 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 two-day pricing period from June 24, 2026 through June 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: | June 26, 2026 | By: | /s/ Chris Suh | ||||||||||||||
| Chris Suh Chief Financial Officer | |||||||||||||||||
FAQ
What did Visa (V) disclose about its U.S. litigation escrow account?
Visa disclosed it deposited $250 million into its U.S. litigation escrow account. This account is part of its U.S. retrospective responsibility plan related to certain legal exposures, and funding it triggers adjustments to class B share conversion rates.
What are the new conversion rates for Visa’s class B-1, B-2, and B-3 stock?
After the deposit, class B-1 converts at 1.5445, down from 1.5475. Class B-2 converts at 1.5014, down from 1.5075, and class B-3 converts at 1.4953, down from 1.5075, effective June 25, 2026.
Why does Visa say the conversion rate change is like a stock repurchase?
Visa states that lowering class B conversion rates has the same effect on earnings per share as repurchasing class A shares. Fewer shares are counted on an as-converted basis, so the same earnings are spread over a smaller share base.