Visa Inc 8-K, filed Jan 5, 2023
Visa Inc. (V)
8-K
2023-01-05
For: 2022-12-29
View Original
Added on
April 02, 2026
About this 8-K
Visa Inc filed this 8-K on January 5, 2023, reporting on events of December 29, 2022.
Items reported
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 29, 2022
(Exact name of Registrant as Specified in Its Charter)
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Registrant’s Telephone Number, Including Area Code: (650 ) 432-3200
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On December 29, 2022, Visa Inc. (the “Company”) authorized the deposit of $350 million into the 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 common stock - which are held exclusively by U.S. financial institutions and their affiliates and successors - are subject to dilution through a downward adjustment to the conversion rate of the shares of class B common stock to shares of class A common stock. This deposit resulted in the decrease in the conversion rate applicable to the Company’s class B common stock from 1.6059 to 1.5991, effective as of December 29, 2022.
The conversion rate adjustment has the same effect on earnings per share as repurchasing the Company’s class A common stock. The number of as-converted class B common stock share count was reduced by approximately 1,673,532 from 394,274,796 to 392,601,264. The deposit and conversion rate adjustment calculations were conducted in accordance with the Company’s certificate of incorporation using the volume-weighted average price over the four-day pricing period from December 29, 2022 through January 4, 2023.
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: | January 5, 2023 | By: | /s/ Vasant M. Prabhu | ||||||||||||||
| Vasant M. Prabhu Vice Chair, Chief Financial Officer | |||||||||||||||||