Summary
Visa Inc. has announced the settlement of its previously disclosed exchange offer for its Class B-1 and Class B-2 common stock, effective May 11, 2026. This settlement involved entering into 'Makewhole Agreements' with participating holders and their parent guarantors. These agreements are designed to mitigate Visa's financial exposure related to a significant U.S. litigation matter concerning interchange reimbursement fees.
Key Highlights
- 1Visa settled its exchange offer for Class B-1 and Class B-2 common stock on May 11, 2026.
- 2Makewhole Agreements were executed with participating Class B-1 and B-2 stockholders and their guarantors.
- 3These agreements obligate participating holders to reimburse Visa in cash for certain future deposit shortfalls into the U.S. covered litigation escrow account.
- 4The reimbursement is triggered when the value of Class B-3 common stock received by holders is depleted by downward conversion rate adjustments.
- 5Restrictions are placed on the transfer of Class C common stock received by participating holders, with staged release dates of June 25, 2026 (one-third) and August 9, 2026 (two-thirds).
- 6The estimated interchange reimbursement fees at issue in the U.S. covered litigation were $17.4 billion as of May 11, 2026.
- 7The $17.4 billion estimate does not include all potential claims, such as those from indirect purchaser class actions or opt-outs not yet asserting damages.