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8-K
VISA INC.
Current Report
Filed: Feb 27, 2026
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Other Events
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Item 8.01 Other Events
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Sections
Other Events
8.01
Source: detailFormat: text/plain1,812 chars
On February 25, 2026, Visa Inc. (the “Company”) authorized the deposit of $125 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 and B-2 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 and class B-2 to class A common stock. This deposit resulted in the decrease in the conversion rate applicable to the Company’s class B-1 common stock from 1.5491 to 1.5475 and the decrease in the conversion rate applicable to the Company’s class B-2 common stock from 1.5108 to 1.5075, effective as of February 26, 2026.
The conversion rate adjustments have the same effect on earnings per share as repurchasing the Company’s class A common stock. Therefore the as-converted class B-1 common stock share count was reduced by approximately 7,880 from 7,490,714 to 7,482,834 and the as-converted class B-2 common stock share count was reduced by approximately 392,202 from 181,804,989 to 181,412,788. The deposit and conversion rate adjustment calculations were conducted in accordance with the Company’s certificate of incorporation currently in effect using the volume-weighted average price over the one-day pricing period on February 25, 2026.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VISA INC.
Date: February 27, 2026 By: /s/ Chris Suh
Chris Suh
Chief Financial Officer
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Other Events.
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2
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Filing metadata
- Accession
- 0001403161-26-000063
- Form
- 8-K
- Filed
- Feb 27, 2026
- Section shells
- 2
- Sections with content
- 1
- Retrieval chunks
- 0
- Linked entities
- 0
- Section status
- available
- Extraction status
- complete
- Completeness
- complete
- Current depth tier
- Sections ready
- Baseline support
- Canonical filing support
- Enrichment tier
- Tier C
- Compare mode
- No structured compare
- Section expectation
- Sections when available
- Storage policy
- Metadata-first storage
- Canonical archive target
- Jan 1, 2020
- Backfill priority
- Long-tail backfill
- Source
- SEC
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