Visa reports Exchange Offer: 60.6M B-3, 23.3M C shares

Visa amended its Schedule TO to report results of its Exchange Offer for Class B-1 and Class B-2 common stock.

Rhea-AI Filing Summary

Visa amended its Schedule TO to report results of its Exchange Offer for Class B-1 and Class B-2 common stock. The Exchange Offer expired on May 8, 2026; Visa accepted tenders and will issue approximately 60.6 million shares of Class B-3 common stock and approximately 23.3 million shares of Class C common stock in exchange, and will pay cash in lieu for fractional shares based on the $318.79 closing price of Class A common stock on the NYSE as of the Expiration Date.

Insights

Corporate Transactions Lawyer

Exchange Offer completed; issuance amounts and pricing mechanics disclosed.

The amendment confirms the Exchange Offer expired on May 8, 2026 and that Visa accepted all tenders. It states Visa will issue ~60.6M Class B-3 and ~23.3M Class C shares based on the disclosed Applicable Conversion Rates.

Key dependencies include the conversion formula and payment of cash in lieu for fractional shares using the $318.79 closing price; timing and settlement mechanics follow the Prospectus and Letter of Transmittal.

Equity Markets Specialist

Reported share issuance and cash‑in‑lieu price provide immediate dilution and issuance scale.

The filing quantifies issued shares: 60.6 million Class B-3 and 23.3 million Class C, derived using Applicable Conversion Rates (1.5475, 1.5075, 4.0 relative to Class A). The cash in lieu uses the NYSE close of $318.79.

Settlement timing and any residual effects on free float depend on the Registration Statement and exchange-agent procedures; subsequent filings may show final settlement details.

Key Figures

Class B-1 shares tendered: 2.7 million shares Class B-2 shares tendered: 119.8 million shares Class B-3 shares to be issued: 60.6 million shares +3 more

6 metrics

Class B-1 shares tendered 2.7 million shares Tendered and not withdrawn as of Expiration Date

Class B-2 shares tendered 119.8 million shares Tendered and not withdrawn as of Expiration Date

Class B-3 shares to be issued 60.6 million shares To be issued in exchange following acceptance

Class C shares to be issued 23.3 million shares To be issued in exchange following acceptance

Class A closing price $318.79 NYSE closing price used for cash in lieu calculation on Expiration Date

Registration Statement Form S-4 Reg. No. 333-294062 Registers shares offered in exchange and convertible Class A shares

Key Terms

Exchange Offer, Applicable Conversion Rate, cash in lieu, Form S-4

4 terms

Exchange Offer regulatory

"offer by Visa to exchange any and all outstanding shares of its Class B-1 and Class B-2 common stock"

An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.

Applicable Conversion Rate financial

"based on the Applicable Conversion Rate for the Class B-1 common stock, Class B-2 common stock and Class C common stock"

cash in lieu financial

"paying cash in lieu of issuing fractional shares based on the reported closing Class A common stock price"

Cash in lieu is a cash payment made instead of issuing a fractional share when a corporate action (such as a stock dividend, spin-off, split, merger, or conversion) would otherwise entitle a holder to less than one full share. Transfer agents or brokers aggregate fractional entitlements and pay each holder a monetary amount equal to the fractional portion multiplied by a price determined for the transaction (commonly a closing price, average price over a set period, or a contract-specified price); the exact calculation and any rounding or fees are set by the issuer, transfer agent or the transaction documents.

Form S-4 regulatory

"registration statement on Form S-4 (Registration No. 333-294062)"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

FAQ

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

What did Visa (V) report about the Exchange Offer results?

Visa reported the Exchange Offer expired on May 8, 2026 and accepted all tenders. The company will issue ~60.6M Class B-3 and ~23.3M Class C shares in exchange for tendered Class B-1 and B-2 shares.

How many Class B-2 shares were tendered in Visa's Exchange Offer?

Approximately 119.8 million shares of Class B-2 common stock were tendered and not withdrawn, as reported by the Exchange Agent in the amendment.

What conversion rates did Visa use to calculate issued shares?

The amendment cites Applicable Conversion Rates in effect as of the Expiration Date: 1.5475 (Class B-1 to Class A), 1.5075 (Class B-2 to Class A), and 4 (Class C to Class A).

Will Visa pay cash for fractional shares from the Exchange Offer?

Yes. Visa will pay cash in lieu of fractional shares using the reported closing price of Class A common stock on the NYSE as of the Expiration Date, which was $318.79.

When did Visa accept the tendered shares?

Visa gave notice of acceptance to the Exchange Agent on May 11, 2026 for all tendered Class B-1 and Class B-2 shares.

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

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Accepted by SEC EDGAR 05/11/2026 - 09:37 AM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 1)

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

Visa Inc.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Class B-1 common stock, par value $0.0001 per share

Class B-2 common stock, par value $0.0001 per share

(Title of Class of Securities)

92826C201

92826C771

(CUSIP Number of Class of Securities)

Ryan McInerney

Chief Executive Officer

Visa Inc.

P.O. Box 8999

San Francisco, California 94128-8999

(650) 432-3200

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Joseph A. Hall

John H. Runne

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transaction to which the statement relates:

☐ third party tender offer subject to Rule 14d-1.

☒ issuer tender offer subject to Rule 13e-4.

☐ going private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 1 (this “Amendment”) amends and supplements the Issuer Tender Offer Statement on Schedule TO originally filed by Visa Inc., a Delaware corporation (“Visa”), on April 13, 2026 (the “Schedule TO”). This Amendment relates to the offer by Visa to exchange (the “Exchange Offer”) any and all outstanding shares of its Class B-1 common stock, par value $0.0001 per share (“Class B-1 common stock”), and any and all outstanding shares of its Class B-2 common stock, par value $0.0001 per share (“Class B-2 common stock”), for a combination of Visa’s Class B-3 common stock, par value $0.0001 per share (“Class B-3 common stock”), Visa’s Class C common stock, par value $0.0001 per share (“Class C common stock”), and, where applicable, cash in lieu of fractional shares, upon the terms and subject to the conditions set forth in the Prospectus, dated April 13, 2026 (the “Prospectus”) forming part of the Registration Statement (as defined below) and the Letter of Election and Transmittal (the “Letter of Transmittal”), copies of which were filed as Exhibits (a)(4) and (a)(1)(A) to the Schedule TO, respectively.

In connection with the Exchange Offer, Visa has filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, a registration statement on Form S-4 (Registration No. 333-294062) (as amended through the date hereof, the “Registration Statement”) to register the shares of Class B-3 common stock and Class C common stock offered in exchange for shares of Class B-1 common stock and Class B-2 common stock tendered in the Exchange Offer, as well as the shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), into which the shares of Class B-3 common stock and Class C common stock are convertible.

As permitted by General Instruction F to Schedule TO, the information set forth in the Prospectus, the Letter of Transmittal, the Makewhole Agreement, the Submission Portal Instruction Letter and the Information Session Invitation, copies of which were filed as Exhibits (a)(4), (a)(1)(A), (a)(1)(B), (a)(1)(C) and (a)(1)(D) to the Schedule TO, respectively, is hereby expressly incorporated by reference in response to all the items of the Schedule TO. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO.

Item 4. Terms of the Transaction.

(a) Material Terms.

Item 4(a) of the Schedule TO, which incorporates by reference the information contained in the Prospectus, is hereby amended and supplemented by adding the following thereto:

The Exchange Offer expired one minute after 11:59 p.m., New York City time, on May 8, 2026 (the “Expiration Date”).

According to the Equiniti Trust Company, LLC (the “Exchange Agent”), approximately 2.7 million shares of Class B-1 common stock and approximately 119.8 million shares of Class B-2 common stock were tendered and not withdrawn. On May 11, 2026, Visa gave notice of acceptance to the Exchange Agent with respect to all of the tendered shares of Class B-1 common stock and Class B-2 common stock. Accordingly, Visa will issue in exchange approximately 60.6 million shares of Class B-3 common stock and approximately 23.3 million shares of Class C common stock based on the Applicable Conversion Rate for the Class B-1 common stock, Class B-2 common stock and Class C common stock of 1.5475 shares of Class A common, 1.5075 shares of Class A common and 4 shares of Class A common stock, respectively, in effect as of the Expiration Date, in addition to paying cash in lieu of issuing fractional shares based on the reported closing Class A common stock price on the NYSE as of the Expiration Date of $318.79.

1

On May 11, 2026, Visa issued a press release announcing the expiration of the Exchange Offer, a copy of which is attached as Exhibit (a)(5)(B) hereto and is incorporated herein by reference.

Item 12. Exhibits.

Exhibit No.		Description
(a)(5)(B)		Press Release by Visa, dated May 11, 2026 (incorporated by reference to Visa’s Form 425 filed with the SEC on May 11, 2026).

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

VISA INC.
By:		/s/ Ryan McInerney
		Name:  Ryan McInerney
		Title:   Chief Executive Officer

Dated: May 11, 2026