Current Report · Items 8.01 · 8-K
VISA Inc.
VNYSEEQUITYCurrent
Other Events
Item 8.01 Other Events. On September 18, 2026, Visa Inc. (the “Company”) authorized the deposit of $405 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, when the Company funds the U.S.…
Filed Sep 23, 2026Accepted Sep 23, 2026, 4:06 PM EDTCIK 1403161Accession 0001403161-26-000121
Company context
Visa (NYSE: V) is a world leader in digital payments, facilitating transactions between consumers, sellers, financial institutions and government entities across more than 200 countries and territories. Our mission is to connect the world through the most innovative, convenient, reliable and secure payments network, enabling individuals, businesses and economies to thrive. We believe that economies that include everyone everywhere, uplift everyone everywhere and see access as foundational to the future of money movement. Learn more at Visa.com.
Current securities
Disclosure sections
Items 8.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 8.01Item 8.01 - Other Events
Item 8.01
Other Events.
On September 18, 2026, Visa Inc. (the “Company”) authorized the deposit of $405 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, when the Company funds the U.S. litigation escrow account, the value of the Company’s class B-1, B-2, and B-3 common stock, which are held predominantly by U.S. financial institutions and their affiliates and successors, are subject to dilution through downward adjustments to the conversion rates of the class B-1 to class A common stock, class B-2 to class A common stock, and class B-3 to class A common stock. This deposit resulted in the decrease in the conversion rate applicable to the Company’s class B-1 common stock from 1.5445 to 1.5400, the decrease in the conversion rate applicable to the Company’s class B-2 common stock from 1.5014 to 1.4924, and the decrease in the conversion rate applicable to the Company's class B-3 common stock from 1.4953 to 1.4773, effective as of September 18, 2026.
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 9,804 from 3,367,156 to 3,357,351, the as-converted class B-2 common stock share count was reduced by approximately 4,377 from 730,688 to 726,311, and the as-converted class B-3 common stock share count was reduced by approximately 1,089,926 from 90,599,965 to 89,510,039. 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 three-day pricing period from September 18, 2026 through September 22, 2026.