What are the key conditions that need to be met for the exchange offer to proceed?

The main conditions are that at least one year must have passed since the initial exchange offer for Class B-1 common stock (which has occurred) and the estimated interchange reimbursement fees related to U.S. covered litigation must have been reduced by 50% or more since October 1, 2023. Visa believes this second condition is close to being satisfied.

What types of stock will be involved in the exchange offer?

Holders of Class B-1 and Class B-2 common stock are expected to be offered the ability to exchange their shares for a combination of Class B-3 common stock and freely transferable Class C common stock. The Class B-3 stock will continue to have transfer restrictions.

When can investors expect the actual exchange offer to take place?

The timing of the exchange offer is subject to the satisfaction of the stated conditions, the SEC's review of the Form S-4 registration statement, Visa's outlook on market conditions, and other relevant factors. No definitive timeline has been provided beyond 'as promptly as practicable after the conditions...have been met'.

V 8-K: Regulation FD — Feb 13, 2026

Q: What is the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing is to announce that Visa's Board of Directors has authorized the company to proceed with a successive exchange offer for its outstanding Class B common stock, provided certain previously disclosed conditions are met.

Summary

Visa Inc. announced on February 13, 2026, that its Board of Directors has authorized the company to proceed with a successive exchange offer for its outstanding Class B common stock. This action is contingent upon the satisfaction of specific conditions previously disclosed in a December 7, 2023, proxy statement, primarily related to the resolution of U.S. covered litigation concerning interchange reimbursement fees. The company believes these conditions are on the verge of being met, citing a significant reduction in the estimated fees from approximately $49.6 billion in October 2023 to $39.4 billion in October 2025, and anticipating further reductions from upcoming claim dismissals. If the conditions are met, Visa plans to file a Form S-4 registration statement with the SEC, which will detail the exchange offer. This offer is expected to extend to holders of Class B-1 and Class B-2 common stock, providing them the opportunity to exchange their shares for a mix of Class B-3 common stock (which will retain transfer restrictions) and freely transferable Class C common stock. Investors should note that this announcement is for informational purposes only and does not constitute an offer to sell or solicit an offer to buy securities; the actual exchange offer will be subject to SEC review, market conditions, and other factors.

Key Highlights

1Visa's Board has authorized a successive exchange offer for Class B common stock.
2The offer is contingent on meeting specific conditions related to U.S. litigation regarding interchange reimbursement fees.
3Estimated interchange reimbursement fees have decreased from $49.6 billion (Oct 2023) to $39.4 billion (Oct 2025), nearing the 50% reduction threshold.
4Visa expects to file a Form S-4 registration statement with the SEC if conditions are met.
5The exchange offer will allow holders of Class B-1 and Class B-2 stock to swap for Class B-3 and Class C common stock.
6Class B-3 stock will retain transfer restrictions, while Class C stock will be freely transferable.
7This announcement is informational and not an offer to exchange securities; final details will be in the Form S-4.

VISA INC. 8-K Report, Regulation FD Disclosure (Feb 13, 2026)

Summary

Key Highlights

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