8-KOther Events

VISA INC. 8-K Report, Corporate Update (Sep 26, 2025)

Filed September 26, 2025For Securities:V

Summary

Visa Inc. (V) has filed an 8-K report detailing a significant event related to its U.S. litigation escrow account. On September 25, 2025, the Company deposited $500 million into this account, triggering adjustments to the conversion rates of its Class B-1 and B-2 common stock. This action is in accordance with the Company's U.S. retrospective responsibility plan. These conversion rate adjustments have the effect of reducing the outstanding share count for Class B-1 and B-2 common stock, akin to a share repurchase. Specifically, the Class B-1 share count decreased by approximately 28,885 and the Class B-2 share count by roughly 1.44 million. The conversion rates were determined based on the volume-weighted average price over a five-day period ending September 24, 2025, and are effective as of September 25, 2025.

Key Highlights

  • 1Visa Inc. deposited $500 million into its U.S. litigation escrow account on September 25, 2025.
  • 2The deposit triggered adjustments to the conversion rates of Class B-1 and Class B-2 common stock.
  • 3The conversion rate for Class B-1 common stock decreased from 1.5609 to 1.5549.
  • 4The conversion rate for Class B-2 common stock decreased from 1.5342 to 1.5223.
  • 5The adjustments effectively reduce the as-converted share count for Class B-1 by approximately 28,885.
  • 6The adjustments effectively reduce the as-converted share count for Class B-2 by approximately 1,437,724.
  • 7These adjustments are calculated in accordance with the Company's U.S. retrospective responsibility plan and certificate of incorporation.

Frequently Asked Questions

The deposit is made in accordance with Visa Inc.'s U.S. retrospective responsibility plan, which outlines provisions for managing potential litigation-related liabilities. This deposit triggers specific adjustments to the conversion rates of Class B-1 and B-2 common stock.

The conversion rate adjustments effectively reduce the number of outstanding Class B-1 and Class B-2 common stock shares on an as-converted basis. This is similar to the economic effect of a share repurchase, potentially impacting earnings per share calculations positively by reducing the share count.

The new conversion rates were determined based on the volume-weighted average price of the Company's stock over the five-day pricing period from September 18, 2025, through September 24, 2025, in accordance with the Company's certificate of incorporation.

This filing primarily addresses a contingent liability management and share structure adjustment. While it has the effect of reducing share count, which can positively influence EPS, it does not represent a change in the company's ongoing operational performance or dividend policy. The $500 million is placed in an escrow account for potential future litigation resolution.