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VISA INC. 8-K Report, Corporate Update (Jan 5, 2023)

Reports
Other Events
Filing Date
Filed January 5, 2023
Period End
December 29, 2022
Security
V
In the record · 2016–202610-K1010-Q338-K158

V filed 10 annual reports (10-K), 33 quarterly reports (10-Q) and 158 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Jun ’16Jun ’16
  2. Leadership change8-K · Oct ’18Oct ’18
  3. Leadership change8-K · Jan ’21Jan ’21
  4. Material agreement8-K · May ’26May ’26

01—Abstract

Summary

Summary of the 8-K filed January 5, 2023. Cited figures are marked; the original filing is the authoritative source.

Visa Inc. has filed an 8-K report detailing a significant deposit into its U.S. retrospective responsibility plan's litigation escrow account.

On December 29, 2022, the company deposited $350 milliona into this account. This action triggers a downward adjustment to the conversion rate of Visa's Class B common stock, which is exclusively held by U.S. financial institutions and their affiliates. The conversion rate has decreased from 1.6059 to 1.5991, effective the same day.

02—Key points

Key Highlights

  1. Visa deposited $350 million into its U.S. litigation escrow account on December 29, 2022.
  2. This deposit is part of the U.S. retrospective responsibility plan.
  3. The deposit caused a downward adjustment in the conversion rate of Class B common stock.
  4. The conversion rate for Class B stock decreased from 1.6059 to 1.5991.
  5. This adjustment is effective as of December 29, 2022.
  6. The effect on earnings per share (EPS) is similar to a share repurchase of Class A common stock.
  7. The as-converted count of Class B shares decreased by approximately 1,673,532.

03—Questions

Frequently Asked Questions

  1. What is the main purpose of the $350 million deposit?

    The $350 million deposit was made into the litigation escrow account established under Visa's U.S. retrospective responsibility plan. This action is a procedural step dictated by the plan, specifically related to litigation.

  2. How does this deposit affect Visa's stock?

    The deposit triggers a downward adjustment in the conversion rate of Visa's Class B common stock. While this doesn't directly impact Class A shareholders in terms of share count, it has a dilutive effect on Class B shares and is stated to have an impact on earnings per share similar to a share repurchase of Class A stock.

  3. Who holds the Class B common stock affected by this adjustment?

    The Class B common stock is held exclusively by U.S. financial institutions and their affiliates and successors.

  4. What is the financial impact of this conversion rate adjustment?

    The primary financial impact mentioned is on earnings per share (EPS), which is analogous to the company repurchasing its Class A common stock. The as-converted share count for Class B stock was reduced by approximately 1.67 million shares.

04—Continue

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