[8-K] VISA INC. Reports Material Event

Rhea-AI Filing Summary

Visa Inc. authorized a $500 million deposit into its U.S. litigation escrow account under its U.S. retrospective responsibility plan. The filing states that when the Company funds this escrow, the conversion rates for its class B-1 and B-2 common stock (mainly held by U.S. financial institutions and their affiliates) will be adjusted downward, which reduces the number of class A shares those B shares convert into. The company notes this produces the same earnings-per-share effect as repurchasing class A common stock. The deposit and conversion-rate adjustments will follow the Company’s certificate of incorporation currently in effect.

Positive

• $500M deposit increases funded reserves for U.S. litigation obligations
• Conversion-rate adjustments reduce potential dilution, producing an EPS-supporting effect equivalent to a share repurchase
• Action is governed by the company's certificate of incorporation, indicating a predefined, mechanical process

Negative

• Holders of class B-1 and B-2 common stock will experience downward conversion-rate adjustments, reducing future conversion value
• Deposit into escrow ties up $500M of capital that could have been used for other corporate purposes

Insights

Corporate Finance

Deposit bolsters litigation reserves and acts like a $500M share-repurchase for EPS.

The $500M escrow strengthens the Company’s funding for U.S. litigation obligations, improving reserve visibility without an open-market buyback. Because the Plan reduces conversion rates for class B-1 and B-2 shares, the net effect is fewer class A-equivalent shares outstanding, which mechanically supports EPS.

This is a budgeted, balance-sheet action rather than an operating change; investors should view it as a capital-allocation move that preserves economic value for class A holders while using escrow funding to address legal exposure.

Accounting & Capital Structure

Conversion-rate adjustments change dilutive share dynamics.

Adjusting conversion rates of class B-1 and B-2 shares reduces potential dilution upon conversion to class A stock, which impacts reported EPS similarly to a repurchase. The action will be executed under the company’s certificate of incorporation, implying predefined mechanical treatment rather than discretionary accounting judgment.

For financial reporting, this should be disclosed clearly in EPS and equity-note rollforwards so readers can trace the conversion-rate change and its EPS impact.

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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): September 18, 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 8.01 Other Events.

On September 18, 2025, Visa Inc. (the “Company”) authorized the deposit of $500 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 has the same effect on earnings per share as repurchasing the Company’s class A common stock. The deposit and the adjustments to the class B-1 and B-2 conversion rates will be conducted in accordance with the Company’s certificate of incorporation currently in effect.

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:

September 19, 2025

By:

/s/ Chris Suh

Chris Suh Chief Financial Officer

FAQ

What did Visa (V) authorize regarding litigation reserves?

Visa authorized a $500 million deposit into its U.S. litigation escrow account under its retrospective responsibility plan.

How does the escrow deposit affect Visa's EPS (V)?

The Plan’s downward adjustments to class B-1 and B-2 conversion rates reduce convertibility into class A shares, producing the same effect on EPS as repurchasing class A stock.

Which stock classes are affected by the conversion-rate changes?

The filing specifies class B-1 and B-2 common stock, which are held predominantly by U.S. financial institutions and their affiliates and successors.

Will the conversion-rate adjustments be discretionary?

No; the deposit and conversion-rate adjustments will be conducted in accordance with the company’s certificate of incorporation currently in effect.

Does the filing disclose any impact on Visa’s operations or earnings figures?

The filing states the conversion adjustments affect EPS similarly to a repurchase but does not disclose specific projected earnings or operational impacts.