Visa authorizes $405M litigation escrow deposit
The adjustments affect the as-converted share counts of all three Class B classes and are described as having the same EPS effect as a Class A repurchase.
Rhea-AI Filing Summary
Visa Inc. (V) authorized a deposit of $405 million into its U.S. litigation escrow account under the U.S. retrospective responsibility plan on September 18, 2026. The resulting conversion-rate adjustments for Class B-1, B-2 and B-3 common stock took effect that day. Visa states that the adjustments have the same effect on earnings per share as repurchasing Class A common stock. The affected Class B shares are held predominantly by U.S. financial institutions and their affiliates and successors.
The B-1 conversion rate declined from 1.5445 to 1.5400, and its as-converted share count fell by approximately 9,804, from 3,367,156 to 3,357,351. The B-2 rate declined from 1.5014 to 1.4924, with its count reduced by approximately 4,377, from 730,688 to 726,311. The B-3 rate declined from 1.4953 to 1.4773, and its count fell by approximately 1,089,926, from 90,599,965 to 89,510,039. The calculations used the volume-weighted average price over the three-day pricing period from September 18 through September 22, 2026.
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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: $405 million
Class B-1 conversion rate: 1.5445 to 1.5400
Class B-2 conversion rate: 1.5014 to 1.4924
+4 more
7 metrics
Escrow deposit
$405 million
Authorized September 18, 2026, under the U.S. retrospective responsibility plan
Class B-1 conversion rate
1.5445 to 1.5400
Adjustment effective September 18, 2026
Class B-2 conversion rate
1.5014 to 1.4924
Adjustment effective September 18, 2026
Class B-3 conversion rate
1.4953 to 1.4773
Adjustment effective September 18, 2026
Class B-1 as-converted share count reduction
Approximately 9,804 shares
Resulting count declined from 3,367,156 to 3,357,351
Class B-2 as-converted share count reduction
Approximately 4,377 shares
Resulting count declined from 730,688 to 726,311
Class B-3 as-converted share count reduction
Approximately 1,089,926 shares
Resulting count declined from 90,599,965 to 89,510,039
Key Terms
U.S. retrospective responsibility plan, U.S. litigation escrow account, conversion rates, as-converted share count, +1 more
5 terms
U.S. retrospective responsibility plan regulatory
"under the Company’s U.S. retrospective responsibility plan"
U.S. litigation escrow account financial
"funds the U.S. litigation escrow account"
conversion rates financial
"downward adjustments to the conversion rates"
volume-weighted average price financial
"using the volume-weighted average price"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did Visa (V) authorize for its litigation escrow account?
Visa authorized a $405 million deposit into the U.S. litigation escrow account under its U.S. retrospective responsibility plan on September 18, 2026. The resulting conversion-rate adjustments took effect that day.
How did Visa’s (V) Class B conversion rates change?
Effective September 18, 2026, the B-1 rate changed from 1.5445 to 1.5400, the B-2 rate from 1.5014 to 1.4924, and the B-3 rate from 1.4953 to 1.4773. Visa said the adjustments have the same effect on earnings per share as repurchasing Class A common stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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, 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 September 18, 2026, Visa Inc. (the “Company”) authorized the deposit of $405 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 1.5445 to 1.5400, the decrease in the conversion rate applicable to the Company’s class B-2 common stock from 1.5014 to 1.4924, and the decrease in the conversion rate applicable to the Company's class B-3 common stock from 1.4953 to 1.4773, effective as of September 18, 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 9,804 from 3,367,156 to 3,357,351, the as-converted class B-2 common stock share count was reduced by approximately 4,377 from 730,688 to 726,311, and the as-converted class B-3 common stock share count was reduced by approximately 1,089,926 from 90,599,965 to 89,510,039. 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 three-day pricing period from September 18, 2026 through September 22, 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: | September 23, 2026 | By: | /s/ Chris Suh | ||||||||||||||
| Chris Suh Chief Financial Officer | |||||||||||||||||