Form 8-K · Current report

Visa Inc. 8-K, filed Sep 23, 2026

Filed
CIK
0001403161
Accession no.
0001403161-26-000121
AI-generated summary

Summary

Visa Inc. authorized a $405 million deposit on September 18, 2026 into the U.S. litigation escrow account established under its U.S. retrospective responsibility plan, which diluted its class B-1, B-2, and B-3 common stock by lowering their conversion rates into class A common stock, effective that day.

Key points

  • The deposit lowered the class B-1 conversion rate from 1.5445 to 1.5400, the class B-2 rate from 1.5014 to 1.4924, and the class B-3 rate from 1.4953 to 1.4773.
  • As-converted share counts fell by about 9,804 for class B-1, 4,377 for class B-2, and 1,089,926 for class B-3.
  • Visa states the conversion rate adjustments have the same effect on earnings per share as repurchasing class A common stock.
  • The calculations used the volume-weighted average price over the three-day pricing period from September 18 through September 22, 2026, per the company's certificate of incorporation.

Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.

Items reported

  • 8.01Other Events

From the filing

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. …

An excerpt of the text as filed with the SEC, cut for length.

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