Visa issues ~40,080 Series A preferred; conversion equivalents reduced

Rhea-AI Filing Summary

Visa completed the fourth mandatory release assessment tied to the Visa Europe acquisition and the Litigation Management Deed and will release approximately $1.4 billion from its Series B and Series C Convertible Participating Preferred Stock. The release triggers downward adjustments to the Class A Common Equivalent Numbers and a partial conversion of the Preferred Stock into Series A Convertible Participating Preferred Stock under the applicable certificates of designation.

Specifically, the Series B Preferred Stock will reflect a Liability Coverage Reduction of about $287 million, reducing the Conversion Adjustment by 0.327 and the Class A Common Equivalent Number from 0.996 to 0.669. The Series C Preferred Stock will reflect a Liability Coverage Reduction of about $1.1 billion, reducing the Conversion Adjustment by 1.019 and the Class A Common Equivalent Number from 1.783 to 0.764. Effective August 18, 2025, Visa will issue approximately 40,080 shares of Series A Preferred (subject to fractional-share cash payments), and each Series A Preferred share will convert into 100 shares of Class A Common Stock upon a sale to an eligible holder. The issuance relies on the Section 3(a)(9) exemption from registration under the Securities Act.

Positive

• Fourth mandatory release assessment completed, finalizing the release amount and required adjustments under the Litigation Management Deed
• Concrete reduction in Class A Common Equivalent Numbers: Series B from 0.996 to 0.669 and Series C from 1.783 to 0.764, as calculated per CODs
• Approx. 40,080 Series A Preferred shares to be issued, with clear conversion mechanics and fractional-share cash treatment

Negative

• ~40,080 Series A Preferred shares issued that are convertible into 100 Class A shares each upon sale to eligible holders, which could result in future issuance of common stock
• Liability Coverage Reductions total ~ $1.4 billion, reflecting a release from the Preferred Stock balances (Series B ~ $287M; Series C ~ $1.1B)

Insights

Financial Analyst

TL;DR: Visa finalized a $1.4B preferred-stock release that reduces conversion equivalents and issues ~40,080 Series A preferred shares, altering convertible economics.

The action is a procedural step under the Litigation Management Deed that changes the conversion math for the Series B and Series C Convertible Participating Preferred Stock. The reductions are concrete: Series B conversion equivalent falls from 0.996 to 0.669 and Series C from 1.783 to 0.764, reflecting Liability Coverage Reductions of ~$287M and ~$1.1B respectively. Visa will issue ~40,080 Series A Preferred shares, each convertible into 100 Class A shares upon applicable sale, with cash paid for fractional shares. These are material capital-structure adjustments but arise from pre-existing contractual mechanics rather than a new financing event.

Corporate Governance Expert

TL;DR: The company followed LMD procedures; conversion adjustments and issuance are finalized and executed under the certificates of designation and applicable exemptions.

Visa and the Litigation Management Committee followed the procedures set out in the Litigation Management Deed and the certificates of designation. The filings specify exact conversion-adjustment reductions and the issuance mechanics for Series A Preferred shares, including reliance on Section 3(a)(9) of the Securities Act and cash in lieu for fractional shares. This disclosure clarifies corporate-record conversion terms and the mechanics for issuing and converting the resulting Series A Preferred shares.

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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): August 8, 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 3.02 Unregistered Sales of Equity Securities.

On August 8, 2025, Visa Inc. (“Visa” or the “Company”) announced that it will release approximately $1.4 billion from its Series B and Series C Convertible Participating Preferred Stock (“Series B Preferred Stock” and “Series C Preferred Stock,” respectively, and collectively, “Preferred Stock”) in connection with the fourth mandatory release assessment on June 21, 2025, the ninth anniversary of the Visa Europe acquisition transaction and the issuance of the Preferred Stock. As required by the Litigation Management Deed (“LMD”) entered into at the time of the transaction, at each release assessment, Visa, in consultation with the Litigation Management Committee comprising representatives of former Visa Europe members (“LMC”), performs a conservative assessment of the ongoing risk of liability to Visa and its subsidiaries arising from certain existing and potential litigation relating to the setting of multilateral interchange fee rates in the Visa Europe territory. Visa and the LMC have followed the procedures identified in the LMD, and the fourth release amount is now final.

The release will result in a downward adjustment of the Class A Common Equivalent Number (as defined in the certificates of designations (“CODs”) for the Preferred Stock), and a partial conversion of the Preferred Stock into Series A Convertible Participating Preferred Stock (“Series A Preferred Stock”) in accordance with the applicable COD, each of which was filed as an exhibit to Visa’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024. The adjustments were calculated in accordance with the CODs using the volume-weighted average price for Visa’s Class A Common Stock over the 10-day trading period from June 6, 2025 through June 20, 2025.

Effective August 18, 2025 (the “Effective Date”), the Liability Coverage Reduction Amount (as defined in the CODs), Conversion Adjustment (as defined in the CODs) and new Class A Common Equivalent Number for each series of Preferred Stock will be updated as follows:

a.    Series B Preferred Stock: A Liability Coverage Reduction Amount of approximately $287 million, which will result in a Conversion Adjustment Reduction of 0.327 and reduce the Class A Common Equivalent Number for the Series B Preferred Stock from 0.996 to 0.669; and

b.    Series C Preferred Stock: A Liability Coverage Reduction Amount of approximately $1.1 billion, which will result in a Conversion Adjustment Reduction of 1.019 and reduce the Class A Common Equivalent Number for the Series C Preferred Stock from 1.783 to 0.764.

On the Effective Date, the Company will issue approximately 40,080 shares of Series A Preferred Stock, subject to adjustment to account for fractional shares, to holders of record of Preferred Stock as of August 18, 2025. Each holder of Preferred Stock will receive a number of shares of Series A Preferred Stock equal to the applicable Conversion Adjustment Reduction per share of Preferred Stock, divided by 100. The Company will pay cash in lieu of issuing fractional shares of Series A Preferred Stock. Each share of Series A Preferred Stock will be automatically converted into 100 shares of Class A Common Stock in connection with a sale to a person eligible to hold Class A Common Stock in accordance with Visa’s certificate of incorporation.

The Series A Preferred Stock issued in connection with the release, and the Class A Common Stock issued in connection with any sale of Series A Preferred Stock to a person eligible to hold Class A Common Stock, will be issued in reliance on the exemption from the registration requirements of the Securities Act of 1933 set forth in Section 3(a)(9) thereof.

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:

August 8, 2025

By:

/s/ Chris Suh

Chris Suh Chief Financial Officer

FAQ

What did Visa (V) announce in this Form 8-K?

Visa announced the fourth mandatory release assessment under the Litigation Management Deed and will release approximately $1.4 billion from Series B and Series C Preferred Stock.

How much was released from Series B and Series C Preferred Stock?

The release included a Liability Coverage Reduction of about $287 million for Series B and about $1.1 billion for Series C.

What are the new Class A Common Equivalent Numbers for the preferred series?

After the adjustment, the Class A Common Equivalent Number is 0.669 for Series B (was 0.996) and 0.764 for Series C (was 1.783).

How many Series A Preferred shares will be issued and what happens on conversion?

Visa will issue approximately 40,080 shares of Series A Preferred (subject to fractional-share cash payments); each Series A Preferred share will convert into 100 Class A Common shares upon sale to an eligible holder.

Under what exemption are the Series A Preferred and related common shares issued?

The Series A Preferred and any Class A Common Stock issued on sale are issued in reliance on the Section 3(a)(9) exemption from registration under the Securities Act.