Visa Inc. filings document formal disclosures for a Delaware digital payments company with Class A common stock and multiple senior note series registered on the New York Stock Exchange. Recent Form 8-K reports cover quarterly earnings releases, board-declared cash dividends, unsecured senior note issuances under shelf registration documents, and exhibits tied to material events.
The filings also record Visa’s share-class and governance matters, including Class B common stock exchange offers, Class B-1 and Class B-2 conversion-rate adjustments linked to the U.S. litigation escrow account under its U.S. retrospective responsibility plan, and amendments to its certificate of incorporation. These disclosures connect operating results, debt securities, equity mechanics, litigation-related capital adjustments and corporate governance.
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.
Visa Inc. President, Technology Rajat Taneja reported equity award activity and related share withholding. On February 15, 2026, he was granted 35,537 performance share awards earned from a February 15, 2023 grant under Visa’s 2007 Equity Incentive Compensation Plan, based on a three-year performance period. Those awards were then fully exercised into 35,537 shares of Class A common stock at a stated price of $0.00 per share. On the same date, 17,610 Class A shares at $314.08 per share were disposed of to satisfy exercise price or tax liabilities, leaving him with 250,039 Class A shares held directly.