VISA INC. SEC Filings

Visa Inc. has filed a Schedule TO to conduct an exchange offer permitting holders of Eligible Class B common stock to tender their shares in exchange for newly registered Class B-3 and Class C common stock, and convertible Class A common stock, under the Prospectus dated April 13, 2026. Participation requires delivery of a Letter of Transmittal and a Makewhole Agreement reimbursing certain U.S. covered litigation obligations. Shares tendered and accepted will be canceled; the Registration Statement is No. 333-294062. The Exchange Agent is Equiniti Trust Company, LLC; submissions may be made via the online portal at portal.sodali.com/VISA.

Visa is conducting an exchange offer to permit holders of Eligible Class B common stock (Class B-1 and Class B-2) to tender shares in exchange for newly issued Class B-3 common stock, Class C common stock and any applicable cash in lieu of fractional shares. The Exchange Offer requires each participating holder (and any Parent Guarantors) to execute a Makewhole Agreement that may create unlimited payment obligations tied to future downward adjustments to the Applicable Conversion Rate. The Exchange Offer expires one minute after 11:59 p.m., New York City time, on May 8, 2026 (the Expiration Date) unless extended. Based on current Applicable Conversion Rates, Visa would issue approximately 0.2877 Class C shares per Class B-1 share accepted and approximately 0.1884 Class C shares per Class B-2 share accepted; if 100% of Eligible Class B stock is exchanged, Visa would issue about 61.38 million Class B-3 shares and 24.07 million Class C shares (pre-rounding).

Visa Inc. commenced an Exchange Offer allowing holders of Class B-1 and Class B-2 common stock to exchange shares for a mix of Class B-3 and Class C common stock (and cash for fractions). Based on current conversion rates, each B-1 converts to ~0.2877 Class C and each B-2 to ~0.1884 Class C. The offer expires May 8, 2026 and requires participating holders (and parent guarantors) to execute a makewhole agreement.

Visa Inc. is offering an exchange to allow holders of Eligible Class B common stock (Class B-1 and Class B-2) to tender shares in return for a combination of newly issued Class B-3 common stock, Class C common stock and any applicable cash consideration, subject to conditions and execution of a Makewhole Agreement. The Exchange Offer uses fixed conversion formulas tied to the Applicable Conversion Rates and the reported closing price of Class A common stock as of the Expiration Date. Participation requires execution of a Makewhole Agreement that can create uncapped payment obligations tied to future adjustments to the Applicable Conversion Rates related to the U.S. covered litigation. If 100% of Eligible Class B stock is accepted, Visa would issue approximately 61.38 million shares of Class B-3 common stock and an additional 24.07 million shares of Class C common stock based on current conversion rates. The offer is voluntary, subject to customary conditions, may be extended or terminated, and Class B-3 shares will remain subject to transfer and conversion restrictions until final resolution of the U.S. covered litigation (the Escrow Termination Date).

Visa Inc disclosure: The Vanguard Group amended its Schedule 13G/A to report 0 shares beneficially owned of Visa common stock, representing 0% of the class.

The filing states Vanguard completed an internal realignment on 01/12/2026 and, in reliance on SEC Release No. 34-39538 (January 12, 1998), certain subsidiaries now report ownership separately. The amendment is signed by Vanguard's Head of Global Fund Administration on 03/27/2026.

VISA INC. director Lloyd Carney reported an open-market sale of Class A Common Stock. He sold 650 shares on March 11, 2026 at an average price of $309.6198 per share. After this transaction, he directly holds 2,679 Visa Class A shares.

Visa Inc. proposes the sale of 650 shares of Common Stock under a Section 144 notice. The filing references restricted stock units that vested on 01/24/2023 and shows the transaction data on 03/11/2026. The shares are listed for sale on the NYSE.

Visa Inc. is registering an S-4 to implement an exchange offer that would permit holders of outstanding Class B-1 and Class B-2 common stock to exchange those shares for newly issued Class B-3 common stock, Class C common stock and any applicable cash in lieu of fractional shares.

The Exchange Offer ties issuance to current Applicable Conversion Rates (Class B-1: 1.5475, Class B-2: 1.5075, Class C: 4 shares of Class A), and, assuming 100% acceptance, would result in approximately 61.38 million shares of Class B-3 and 24.07 million additional shares of Class C outstanding. Participation requires execution of a Makewhole Agreement that carries uncapped payment obligations related to U.S. covered litigation and includes temporary transfer restrictions.

Visa Inc. deposited $125 million into its U.S. litigation escrow account under its U.S. retrospective responsibility plan. This mechanism shifts potential U.S. litigation costs to a special escrow funded by the company.

The deposit triggered automatic downward adjustments in conversion rates for class B-1 and B-2 common stock, which are predominantly held by U.S. financial institutions. The class B-1 conversion rate to class A shares decreased from 1.5491 to 1.5475, and the class B-2 conversion rate decreased from 1.5108 to 1.5075, effective as of February 26, 2026. As a result, the as-converted class B-1 share count fell by about 7,880 shares to 7,482,834, and the as-converted class B-2 share count fell by about 392,202 shares to 181,412,788. Visa notes these conversion adjustments have the same effect on earnings per share as repurchasing class A common stock.