Visa (NYSE: V) trims Class B as-converted shares via $500M escrow move
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Visa Inc. reported that it has updated the conversion rates for its class B-1 and B-2 common stock after depositing $500 million on December 23, 2025 into its U.S. litigation escrow account under the U.S. retrospective responsibility plan.
The class B-1 conversion rate decreased from 1.5549 to 1.5491 and the class B-2 conversion rate decreased from 1.5223 to 1.5108, effective December 23, 2025. This has the same impact on earnings per share as repurchasing class A common stock, reducing the as-converted class B-1 share count by about 27,782 to 7,490,714 and the as-converted class B-2 share count by about 1,382,832 to 181,804,989, based on a three-day volume-weighted average price from December 23–26, 2025.
Positive
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Negative
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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.
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): December 30, 2025
(Exact name of Registrant as Specified in Its Charter)
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Item 8.01 Other Events.
On December 30, 2025, Visa Inc. (the “Company”) announced new conversion rates applicable to the Company’s class B-1 and B-2 common stock resulting from its December 23, 2025 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, the conversion rate applicable to the Company’s class B-1 common stock decreased from 1.5549 to 1.5491 and the conversion rate applicable to the Company's class B-2 common stock decreased from 1.5223 to 1.5108, in each case effective as of December 23, 2025.
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 27,782 from 7,518,496 to 7,490,714 and the as-converted class B-2 common stock share count was reduced by approximately 1,382,832 from 183,187,821 to 181,804,989. 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 3-day pricing period from December 23, 2025 through December 26, 2025.
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: | December 30, 2025 | By: | /s/ Chris Suh | ||||||||||||||
| Chris Suh Chief Financial Officer | |||||||||||||||||
FAQ
What action did Visa (V) disclose in this 8-K?
Visa disclosed that it deposited $500 million into its U.S. litigation escrow account, which triggered changes to the conversion rates of its class B-1 and B-2 common stock under its U.S. retrospective responsibility plan.
How did the conversion rate for Visa’s class B-1 common stock change?
The conversion rate for Visa’s class B-1 common stock decreased from 1.5549 to 1.5491, effective as of December 23, 2025.
How did the conversion rate for Visa’s class B-2 common stock change?
The conversion rate for Visa’s class B-2 common stock decreased from 1.5223 to 1.5108, effective as of December 23, 2025.
How were Visa’s conversion rate adjustments calculated?
The adjustments were calculated under Visa’s current certificate of incorporation using the volume-weighted average price over the three-day pricing period from December 23, 2025 through December 26, 2025.