Visa Inc 8-K, filed Sep 23, 2026
Visa Inc. (V)
8-K
2026-09-23
For: 2026-09-18
View Original
Added on
September 23, 2026
About this 8-K
Visa Inc filed this 8-K on September 23, 2026, reporting on events of September 18, 2026.
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): September 18, 2026
(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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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. This deposit resulted in the decrease in the conversion rate applicable to the Company’s class B-1 common stock from 1.5445 to 1.5400, the decrease in the conversion rate applicable to the Company’s class B-2 common stock from 1.5014 to 1.4924, and the decrease in the conversion rate applicable to the Company's class B-3 common stock from 1.4953 to 1.4773, effective as of September 18, 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 9,804 from 3,367,156 to 3,357,351, the as-converted class B-2 common stock share count was reduced by approximately 4,377 from 730,688 to 726,311, and the as-converted class B-3 common stock share count was reduced by approximately 1,089,926 from 90,599,965 to 89,510,039. 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 three-day pricing period from September 18, 2026 through September 22, 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: | September 23, 2026 | By: | /s/ Chris Suh | ||||||||||||||
| Chris Suh Chief Financial Officer | |||||||||||||||||