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. vice chair Kelly Mahon Tullier reported equity award and related share transactions. She received a grant of 35,537 Performance Share Awards, then exercised 35,537 derivative awards into the same number of Class A common shares at a price of $0.0000 per share. To cover tax obligations, 17,551 Class A shares were disposed of at $314.08 per share in a tax-withholding transaction, leaving 69,653 Class A shares held directly after these moves. The performance shares were earned under Visa’s 2007 Equity Incentive Compensation Plan based on a three‑year performance period.
Visa Inc. executive Paul D. Fabara reported equity compensation activity involving performance-based awards and common stock. He was granted 21,322 performance share awards, representing performance shares earned from a February 15, 2023 award under the Visa Inc. 2007 Equity Incentive Compensation Plan, determined over a three-year performance period. These performance share awards were then exercised and converted into 21,322 shares of Class A common stock at a stated price of $0.00 per share. To cover the exercise price or tax liability, 10,421 shares of Class A common stock were disposed of at $314.08 per share, leaving him with 37,314 shares of Class A common stock held directly after the transactions.
VISA INC. Chief Executive Officer Ryan McInerney reported equity award activity involving both restricted stock units and performance share awards that converted into Class A common stock. On February 15, 2026, 1,092 restricted stock units and 10,662 performance share awards were exercised or converted into an aggregate 11,754 shares of Class A common stock. A Form 4 line item shows 5,981 Class A shares were disposed of at $314.0800 per share to satisfy exercise price or tax withholding obligations, leaving 15,174 Class A shares held directly. The filing also reports 265,168 Class A shares held indirectly through the Ryan and Angela McInerney Trust.
Visa Inc. announced that its board has authorized the company to proceed with a successive exchange offer for its outstanding Class B common stock once specific conditions are met. The plan follows an initial exchange offer for Class B-1 shares.
Visa previously disclosed that estimated interchange reimbursement fees at issue in unresolved U.S. covered litigation were about $49.6 billion as of October 1, 2023 and about $39.4 billion as of October 1, 2025. Visa believes that, with recent and expected claim dismissals, these estimated fees will fall below 50% of the October 1, 2023 level, satisfying a key condition for the exchange.
Once the conditions are satisfied, Visa expects to file a Form S-4 with the SEC and to offer holders of all outstanding Class B-1 and Class B-2 shares the ability to exchange into a mix of restricted Class B-3 stock and freely transferable Class C stock. The exchange offer remains subject to the conditions, SEC review, market outlook and other factors, and this communication does not constitute an offer or solicitation.
Visa Inc. announced that its board has authorized the company to move forward with a successive exchange offer for its Class B common stock once certain conditions are met. The offer would follow an earlier exchange for Class B-1 shares and is tied to progress in U.S. covered litigation over interchange fees.
Visa cites estimated interchange reimbursement fees at issue in unresolved U.S. covered litigation of about $49.6 billion as of October 1, 2023 and about $39.4 billion as of October 1, 2025. Visa believes that, after recent and expected case dismissals, these estimated fees will fall to less than half the October 1, 2023 level, satisfying a key condition.
Once the conditions are satisfied, Visa expects to file a Form S-4 with the SEC and to extend the exchange offer to all outstanding Class B-1 and Class B-2 shares. Holders would be able to exchange into a mix of restricted Class B-3 stock and freely transferable Class C stock, with timing dependent on litigation developments, SEC review and market conditions.
Visa Inc. disclosed a new debt financing, issuing four series of unsecured senior notes under its automatic shelf registration. The company sold $900 million of 3.800% Notes due 2029, $750 million of 4.100% Notes due 2031, $700 million of 4.400% Notes due 2033 and $650 million of 4.700% Notes due 2036. All notes mature on February 12 of their respective years and pay interest semi-annually on February 12 and August 12, starting August 12, 2026.
The notes were issued pursuant to an existing indenture with U.S. Bank Trust Company, National Association as trustee and include customary event of default provisions. Each series is redeemable at the company’s option, with a make-whole call at a Treasury Rate plus a small spread before specified dates, and a par call thereafter.
Visa Inc. is issuing $3.0 billion of unsecured senior notes in four tranches: $900 million at 3.800% due 2029, $750 million at 4.100% due 2031, $700 million at 4.400% due 2033 and $650 million at 4.700% due 2036. Interest is paid semi‑annually each February 12 and August 12, starting August 12, 2026.
The notes rank equally with Visa’s other unsecured senior debt and are not guaranteed by subsidiaries. Visa may redeem them early at make‑whole Treasury‑rate prices before specified par call dates, and at 100% of principal plus interest thereafter. The notes will not be listed, and active trading markets may not develop.
Visa expects net proceeds of about $2.98 billion, to be used for general corporate purposes, which may include refinancing existing debt. Risk factors highlight potential price volatility, lack of covenants limiting future borrowing, and effective subordination to any secured and subsidiary indebtedness.
Visa Inc. plans a primary offering of multiple series of senior unsecured notes under its existing shelf registration. The notes will pay interest semi-annually beginning in 2026 and will rank equally with Visa’s other unsecured, unsubordinated debt.
Visa may redeem each series before maturity at a make-whole premium based on a Treasury Rate plus a series-specific spread, and at par plus accrued interest on or after the applicable par call date. The notes will be issued in minimum denominations of $2,000, in book-entry form through DTC, Clearstream and Euroclear, and will not be listed on any securities exchange.
Visa expects to use the net proceeds for general corporate purposes, which may include refinancing existing indebtedness. The filing highlights risks such as the lack of an assured trading market, potential price volatility driven by interest rates and credit ratings, and the notes’ effective subordination to any future secured debt and to liabilities of subsidiaries.
Visa Inc. reported strong quarterly growth for the three months ended December 31, 2025. Net revenue rose 15% to $10.9 billion, driven by higher cross-border activity, processed transactions and payments volume, while value-added services revenue reached $3.2 billion.
Net income increased 14% to $5.9 billion and diluted earnings per share grew 17% to $3.03, helped by a lower 13% effective tax rate that included a $333 million deferred tax benefit. Operating expenses rose 27%, largely because of a $707 million litigation provision tied to U.S. interchange multidistrict litigation.
Visa generated $6.8 billion in operating cash flow, repurchased $3.8 billion of Class A shares and repaid $4.0 billion of maturing senior notes, while also paying $1.3 billion in dividends, underscoring substantial cash generation and ongoing capital returns.
Visa Inc. filed a current report describing two main updates. The company issued an earnings release announcing financial results for its fiscal first quarter ended December 31, 2025, and scheduled a conference call on January 29, 2026 to discuss those results.
Visa’s board of directors also declared a quarterly cash dividend of $0.670 per share of Class A common stock, with equivalent treatment for other common and preferred shares on an as-converted basis. The dividend is payable on March 2, 2026 to shareholders of record as of February 10, 2026.