Visa updates Class B share conversion rates after $500M deposit

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.

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.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

What is the impact of these conversion rate changes on Visa’s as-converted share counts?

The as-converted class B-1 share count fell by about 27,782 from 7,518,496 to 7,490,714, and the as-converted class B-2 share count fell by about 1,382,832 from 183,187,821 to 181,804,989.

How do these changes affect Visa’s earnings per share?

Visa states that the conversion rate adjustments have the same effect on earnings per share as if the company had repurchased its class A common stock, because they reduce the as-converted share counts.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/30/2025 - 04:07 PM EST Learn about SEC filing dates

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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): December 30, 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 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