Visa Inc 10-Q for FY2026 Q1
Visa Inc. (V)
10-Q
2026-01-30
For: 2025-12-31
View Original
Added on
April 02, 2026
About this 10-Q
Visa Inc filed this 10-Q on January 30, 2026, covering the quarter ended December 31, 2025 (FY2026 Q1).
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $10.9B
- up 14.6% from $9.51B a year earlier
- Net income
- $5.85B
- up 14.3% from net income of $5.12B a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended December 31, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 001-33977
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | ||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
(650 ) 432-3200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of January 22, 2026, the registrant’s shares of common stock outstanding were as follows:
Class | Shares outstanding | |||||||
| Class A common stock, par value $0.0001 per share | ||||||||
Class B-1 common stock, par value $0.0001 per share | ||||||||
Class B-2 common stock, par value $0.0001 per share | ||||||||
Class C common stock, par value $0.0001 per share | ||||||||
VISA
TABLE OF CONTENTS
| Page | ||||||||
| PART I. | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
PART I. FINANCIAL INFORMATION
| ITEM 1. | Financial Statements (Unaudited) | ||||
VISA
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| December 31, 2025 | September 30, 2025 | ||||||||||
| (in millions, except per share data) | |||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash equivalents—U.S. litigation escrow | |||||||||||
| Investment securities | |||||||||||
| Settlement receivable | |||||||||||
| Accounts receivable | |||||||||||
| Customer collateral | |||||||||||
| Current portion of client incentives | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Investment securities | |||||||||||
| Client incentives | |||||||||||
| Property, equipment and technology, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Settlement payable | |||||||||||
| Customer collateral | |||||||||||
| Accrued compensation and benefits | |||||||||||
| Client incentives | |||||||||||
| Accrued liabilities | |||||||||||
| Current maturities of debt | |||||||||||
| Accrued litigation | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred tax liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 14) | |||||||||||
| Equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
Class A common stock, | |||||||||||
Class B-1 and B-2 total common stock, | |||||||||||
Class C common stock, | |||||||||||
| Right to recover for covered losses | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Accumulated income | |||||||||||
| Accumulated other comprehensive income (loss): | |||||||||||
| Investment securities | |||||||||||
| Defined benefit pension and other postretirement plans | ( | ( | |||||||||
| Derivative instruments | ( | ( | |||||||||
| Foreign currency translation adjustments | |||||||||||
| Total accumulated other comprehensive income (loss) | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
3
VISA
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||
| Net revenue | $ | $ | |||||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||
| Personnel | |||||||||||||||||||||||
| Marketing | |||||||||||||||||||||||
| Network and processing | |||||||||||||||||||||||
| Professional fees | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Litigation provision | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Non-operating Income (Expense) | |||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Investment income (expense) and other | |||||||||||||||||||||||
| Total non-operating income (expense) | ( | ( | |||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax provision | |||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Basic Earnings Per Share | |||||||||||||||||||||||
| Class A common stock | $ | $ | |||||||||||||||||||||
| Class B-1 common stock | $ | $ | |||||||||||||||||||||
| Class B-2 common stock | $ | $ | |||||||||||||||||||||
| Class C common stock | $ | $ | |||||||||||||||||||||
| Basic Weighted-average Shares Outstanding | |||||||||||||||||||||||
| Class A common stock | |||||||||||||||||||||||
| Class B-1 common stock | |||||||||||||||||||||||
| Class B-2 common stock | |||||||||||||||||||||||
| Class C common stock | |||||||||||||||||||||||
| Diluted Earnings Per Share | |||||||||||||||||||||||
| Class A common stock | $ | $ | |||||||||||||||||||||
| Class B-1 common stock | $ | $ | |||||||||||||||||||||
| Class B-2 common stock | $ | $ | |||||||||||||||||||||
| Class C common stock | $ | $ | |||||||||||||||||||||
| Diluted Weighted-average Shares Outstanding | |||||||||||||||||||||||
| Class A common stock | |||||||||||||||||||||||
| Class B-1 common stock | |||||||||||||||||||||||
| Class B-2 common stock | |||||||||||||||||||||||
| Class C common stock | |||||||||||||||||||||||
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
4
VISA
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
| Three Months Ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Investment securities: | |||||||||||||||||||||||
| Net unrealized gain (loss) | ( | ( | |||||||||||||||||||||
| Income tax effect | |||||||||||||||||||||||
| Defined benefit pension and other postretirement plans: | |||||||||||||||||||||||
| Reclassification adjustments | |||||||||||||||||||||||
| Income tax effect | ( | ||||||||||||||||||||||
| Derivative instruments: | |||||||||||||||||||||||
| Net unrealized gain (loss) | |||||||||||||||||||||||
| Income tax effect | ( | ||||||||||||||||||||||
| Reclassification adjustments | ( | ||||||||||||||||||||||
| Income tax effect | ( | ||||||||||||||||||||||
Foreign currency translation adjustments: | |||||||||||||||||||||||
| Translation adjustments | ( | ||||||||||||||||||||||
| Income tax effect | ( | ( | |||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Comprehensive income | $ | $ | |||||||||||||||||||||
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
5
VISA
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
| Three Months Ended December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock and Additional Paid-in Capital | Right to Recover for Covered Losses | Accumulated Income | Accumulated Other Comprehensive Income (Loss) | Total Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of beginning of period | $ | (1) | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| VE territory covered losses | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Recovery through conversion rate adjustments | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Conversions to class A common stock | (2) | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock issued under equity plans | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for taxes related to stock issued under equity plans | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared and paid, at a quarterly amount of $ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of class A common stock | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of end of period | $ | (1) | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
(1)As of December 31, 2025 and September 30, 2025, the book value of series A convertible participating preferred stock (series A preferred stock) was $428 million and $513 million, respectively. See Note 4—U.S. and Europe Retrospective Responsibility Plans for the book value of series B convertible participating preferred stock (series B preferred stock) and series C convertible participating preferred stock (series C preferred stock).
(2)Increase or decrease is less than one million.
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
6
VISA
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)
(UNAUDITED)
| Three Months Ended December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock and Additional Paid-in Capital | Right to Recover for Covered Losses | Accumulated Income | Accumulated Other Comprehensive Income (Loss) | Total Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of beginning of period | $ | (1) | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| VE territory covered losses | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Recovery through conversion rate adjustments | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Conversions to class A common stock | (2) | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock issued under equity plans | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for taxes related to stock issued under equity plans | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared and paid, at a quarterly amount of $ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of class A common stock | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of end of period | $ | (1) | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
(1)As of December 31, 2024 and September 30, 2024, the book value of series A preferred stock was $421 million and $540 million, respectively. See Note 4—U.S. and Europe Retrospective Responsibility Plans for the book value of series B and series C preferred stock.
(2)Increase or decrease is less than one million.
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
7
VISA
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Operating Activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||||||
| Client incentives | |||||||||||
| Share-based compensation | |||||||||||
| Depreciation and amortization | |||||||||||
| Deferred income taxes | ( | ||||||||||
| VE territory covered losses | ( | ( | |||||||||
| (Gains) losses on equity investments, net | |||||||||||
| Other | |||||||||||
| Change in operating assets and liabilities: | |||||||||||
| Settlement receivable | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Client incentives | ( | ( | |||||||||
| Other assets | ( | ||||||||||
| Accounts payable | ( | ( | |||||||||
| Settlement payable | ( | ( | |||||||||
| Accrued and other liabilities | ( | ( | |||||||||
| Accrued litigation | ( | ||||||||||
| Net cash provided by (used in) operating activities | |||||||||||
| Investing Activities | |||||||||||
| Purchases of property, equipment and technology | ( | ( | |||||||||
| Proceeds from maturities and sales of investment securities | |||||||||||
| Acquisitions, net of cash and restricted cash acquired | ( | ||||||||||
| Purchases of other investments | ( | ( | |||||||||
| Other investing activities | |||||||||||
| Net cash provided by (used in) investing activities | |||||||||||
| Financing Activities | |||||||||||
| Repurchases of class A common stock | ( | ( | |||||||||
| Repayments of debt | ( | ||||||||||
| Dividends paid | ( | ( | |||||||||
| Proceeds from stock issued under equity plans | |||||||||||
| Taxes paid related to stock issued under equity plans | ( | ( | |||||||||
| Other financing activities | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ( | |||||||||
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents | ( | ||||||||||
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | ( | ||||||||||
Cash, cash equivalents, restricted cash and restricted cash equivalents as of beginning of period | |||||||||||
Cash, cash equivalents, restricted cash and restricted cash equivalents as of end of period | $ | $ | |||||||||
| Supplemental Disclosure | |||||||||||
Cash paid for income taxes, net(1) | $ | $ | |||||||||
| Interest payments on debt | $ | $ | |||||||||
| Accruals related to purchases of property, equipment and technology | $ | $ | |||||||||
(1)For the three months ended December 31, 2025 and 2024, the amount includes cash paid for federal transferable tax credits of $740 million and $1.1 billion, respectively.
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
8
VISA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1—Summary of Significant Accounting Policies
Organization. Visa Inc., together with its subsidiaries (Visa or the Company), is a global payments technology company that facilitates secure, reliable and efficient global commerce and money movement. Visa provides transaction processing services (primarily authorization, clearing and settlement) among consumers, issuing and acquiring financial institutions and sellers through its electronic payments network, VisaNet. Visa is focused on extending, enhancing and investing in its proprietary advanced transaction processing network, VisaNet, to offer a single connection point for facilitating money movement to multiple endpoints through various form factors and innovative technologies across more than 200 countries and territories. Visa is not a financial institution and does not issue cards, extend credit or set rates and fees for account holders of Visa products. In most cases, account holder and seller relationships belong to, and are managed by, Visa’s financial institution clients.
Consolidation and basis of presentation. The accompanying unaudited consolidated financial statements include the accounts of Visa and its consolidated entities and are presented in accordance with accounting principles generally accepted in the United States of America (GAAP). The Company consolidates entities for which it has a controlling financial interest, as well as variable interest entities (VIEs) for which the Company is the primary beneficiary. The Company’s investments in VIEs have not been material to its unaudited consolidated financial statements as of and for the periods presented. Intercompany balances and transactions have been eliminated in consolidation.
The accompanying unaudited consolidated financial statements are presented in accordance with the U.S. Securities and Exchange Commission (SEC) requirements for Quarterly Reports on Form 10-Q and, consequently, do not include all of the annual disclosures required by GAAP. Reference should be made to Visa’s Annual Report on Form 10-K for the year ended September 30, 2025 for additional disclosures, including a summary of the Company’s significant accounting policies.
In the opinion of management, the accompanying unaudited consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods are not necessarily indicative of results for the full year.
Use of estimates. The preparation of the accompanying unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and reported amounts of revenue and expenses during the reporting period. These estimates may change as new events occur and additional information is obtained, and will be recognized in the period in which such changes occur. Future actual results could differ materially from these estimates.
Recently adopted accounting pronouncement. In November 2025, the Financial Accounting Standards Board issued Accounting Standards Update 2025-09, which includes amendments to more closely align hedge accounting with the economics of an entity’s risk management activities. During the three months ended December 31, 2025, the Company early adopted this standard on a prospective basis. The adoption did not have a material impact on the unaudited consolidated financial statements.
9
Note 2—Revenue
The nature, amount, timing and uncertainty of the Company’s revenue and cash flows and how they are affected by economic factors are most appropriately depicted through the Company’s revenue categories and geographical markets. The following tables disaggregate the Company’s net revenue by revenue category and by geography:
| Three Months Ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
Service revenue | $ | $ | |||||||||||||||||||||
Data processing revenue | |||||||||||||||||||||||
International transaction revenue | |||||||||||||||||||||||
Other revenue | |||||||||||||||||||||||
| Client incentives | ( | ( | |||||||||||||||||||||
Net revenue | $ | $ | |||||||||||||||||||||
| Three Months Ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| U.S. | $ | $ | |||||||||||||||||||||
| International | |||||||||||||||||||||||
Net revenue | $ | $ | |||||||||||||||||||||
For the three months ended December 31, 2025 and 2024, revenue from value-added services was $3.2 billion and $2.4 billion, respectively. Revenue from value-added services is recognized within data processing, other and service revenue.
As of December 31, 2025 and September 30, 2025, deferred revenue was $1.9 billion and $1.7 billion, respectively. Deferred revenue is recorded in accrued liabilities on the consolidated balance sheets.
10
Note 3—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents
The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported on the consolidated balance sheets that aggregate to the beginning and ending balances shown in the consolidated statements of cash flows as follows:
| December 31, 2025 | September 30, 2025 | ||||||||||
| (in millions) | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash and restricted cash equivalents: | |||||||||||
| U.S. litigation escrow | |||||||||||
| Customer collateral | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
Cash, cash equivalents, restricted cash and restricted cash equivalents | $ | $ | |||||||||
Note 4—U.S. and Europe Retrospective Responsibility Plans
U.S. Retrospective Responsibility Plan
Under the terms of the U.S. retrospective responsibility plan, the Company maintains an escrow account from which settlements of, or judgments in, certain litigation (U.S. covered litigation) are paid. The accrual related to the U.S. covered litigation could be either higher or lower than the U.S. litigation escrow account balance. See Note 14—Legal Matters.
The following table presents the changes in the U.S. litigation escrow account:
| Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
Balance as of beginning of period | $ | $ | |||||||||
| Deposits into the U.S. litigation escrow account | |||||||||||
Payments to opt-out merchants(1), net of interest earned on escrow funds | ( | ||||||||||
Balance as of end of period | $ | $ | |||||||||
(1)These payments are associated with the interchange multidistrict litigation. See Note 14—Legal Matters.
Europe Retrospective Responsibility Plan
Visa Inc., Visa International and Visa Europe are parties to certain existing and potential litigation relating to the setting of multilateral interchange fee rates in the Visa Europe territory (VE territory covered litigation). Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover certain losses resulting from VE territory covered litigation (VE territory covered losses) through periodic adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock. VE territory covered losses are recorded in stockholders’ equity in the contra-equity account right to recover for covered losses before the corresponding adjustment to the applicable conversion rate is effected. Adjustments to the conversion rate may be executed once in any six-month period unless a single, individual loss greater than €20 million is incurred, in which case, the six-month limitation does not apply. When the adjustment to the conversion rate is made, the amount previously recorded in right to recover for covered losses is then recorded against the book value of the preferred stock within stockholders’ equity.
11
The following tables present the activities in the preferred stock and right to recover for covered losses within stockholders’ equity:
| Three Months Ended December 31, 2025 | |||||||||||||||||
| Preferred Stock | Right to Recover for Covered Losses | ||||||||||||||||
| Series B | Series C | ||||||||||||||||
| (in millions) | |||||||||||||||||
Balance as of beginning of period | $ | $ | $ | ( | |||||||||||||
VE territory covered losses(1) | ( | ||||||||||||||||
Recovery through conversion rate adjustments(2) | ( | ( | |||||||||||||||
Balance as of end of period | $ | $ | $ | ( | |||||||||||||
| Three Months Ended December 31, 2024 | |||||||||||||||||
| Preferred Stock | Right to Recover for Covered Losses | ||||||||||||||||
| Series B | Series C | ||||||||||||||||
| (in millions) | |||||||||||||||||
Balance as of beginning of period | $ | $ | $ | ( | |||||||||||||
VE territory covered losses(1) | ( | ||||||||||||||||
Recovery through conversion rate adjustments | ( | ( | |||||||||||||||
Balance as of end of period | $ | $ | $ | ( | |||||||||||||
(1)VE territory covered losses reflect litigation provision for settlements with merchants and additional legal costs. See Note 14—Legal Matters.
(2)Adjustments to right to recover for covered losses for the conversion rate adjustments differ from the actual recovered amounts due to differences in foreign exchange rates between the time the losses were incurred and the subsequent recovery through the conversion rate adjustments.
The following table presents the as-converted value of the preferred stock available to recover VE territory covered losses compared to the book value of preferred stock recorded within the Company’s consolidated balance sheets:
| December 31, 2025 | September 30, 2025 | ||||||||||||||||||||||
As-converted Value(1),(2) | Book Value | As-converted Value(1),(3) | Book Value | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Series B preferred stock | $ | $ | $ | $ | |||||||||||||||||||
| Series C preferred stock | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Less: right to recover for covered losses | ( | ( | ( | ( | |||||||||||||||||||
| Total recovery for covered losses available | $ | $ | $ | $ | |||||||||||||||||||
(1)Figures in the table may not recalculate exactly due to rounding. As-converted value is based on unrounded numbers.
(2)As of December 31, 2025, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b) 0.5960 and 0.7170 , the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $350.71 , Visa’s class A common stock closing stock price.
(3)As of September 30, 2025, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b) 0.6690 and 0.7640 , the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $341.38 , Visa’s class A common stock closing stock price.
12
Note 5—Fair Value Measurements and Investments
Assets and Liabilities Measured at Fair Value on a Recurring Basis
| Fair Value Measurements Using Inputs Considered as | |||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | ||||||||||||||||||||||||||||||||||
| December 31, 2025 | September 30, 2025 | December 31, 2025 | September 30, 2025 | ||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
| Cash equivalents and restricted cash equivalents: | |||||||||||||||||||||||||||||||||||
Money market funds | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Investment securities: | |||||||||||||||||||||||||||||||||||
Marketable equity securities | |||||||||||||||||||||||||||||||||||
U.S. government-sponsored debt securities | |||||||||||||||||||||||||||||||||||
U.S. Treasury securities | |||||||||||||||||||||||||||||||||||
| Other current and non-current assets: | |||||||||||||||||||||||||||||||||||
Money market funds | |||||||||||||||||||||||||||||||||||
Derivative instruments | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||
| Accrued compensation and benefits: | |||||||||||||||||||||||||||||||||||
Deferred compensation liability | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Accrued and other liabilities: | |||||||||||||||||||||||||||||||||||
Derivative instruments | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Level 1 assets and liabilities. Money market funds, U.S. Treasury securities and marketable equity securities are classified as Level 1 within the fair value hierarchy, as fair value is based on unadjusted quoted prices in active markets for identical assets. The Company’s deferred compensation liability is measured at fair value based on marketable equity securities held under the deferred compensation plan.
Level 2 assets and liabilities. The fair value of U.S. government-sponsored debt securities, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. Derivative instruments are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data.
U.S. Government-sponsored Debt Securities and U.S. Treasury Securities
The amortized cost, gross unrealized gains and losses and fair value of debt securities were as follows:
| December 31, 2025 | |||||||||||||||||||||||
| Amortized Cost | Gross Unrealized | Fair Value | |||||||||||||||||||||
| Gains | Losses | ||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| U.S. government-sponsored debt securities | $ | $ | $ | $ | |||||||||||||||||||
| U.S. Treasury securities | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
13
| September 30, 2025 | |||||||||||||||||||||||
| Amortized Cost | Gross Unrealized | Fair Value | |||||||||||||||||||||
| Gains | Losses | ||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| U.S. government-sponsored debt securities | $ | $ | $ | $ | |||||||||||||||||||
| U.S. Treasury securities | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The stated maturities of debt securities were as follows:
| December 31, 2025 | ||||||||
| (in millions) | ||||||||
| Due within one year | $ | |||||||
Due after one year through five years | ||||||||
| Total | $ | |||||||
Equity Securities
Fair value measurement alternative. The Company’s investments in privately held companies do not have readily determinable fair values. These investments are measured at fair value on a non-recurring basis and are classified as Level 3 due to the absence of quoted market prices, the inherent lack of liquidity and the fact that significant inputs used to measure fair value are unobservable and require management’s judgment.
The following table summarizes the Company’s non-marketable equity securities held as of period end that were accounted for using the fair value measurement alternative:
| December 31, 2025 | September 30, 2025 | |||||||||||||
| (in millions) | ||||||||||||||
Initial cost basis | $ | $ | ||||||||||||
Adjustments: | ||||||||||||||
Upward adjustments | ||||||||||||||
Downward adjustments, including impairment | ( | ( | ||||||||||||
Carrying amount | $ | $ | ||||||||||||
Unrealized gains and losses of the Company’s non-marketable equity securities held as of period end that were accounted for using the fair value measurement alternative were as follows:
| Three Months Ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Upward adjustments | $ | $ | |||||||||||||||||||||
Downward adjustments, including impairment | $ | $ | ( | ||||||||||||||||||||
Other Fair Value Disclosures
Debt. Debt instruments are measured at amortized cost on the Company’s consolidated balance sheets. The fair value of the debt instruments, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, instruments. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy. As of December 31, 2025, the carrying value
14
and estimated fair value of debt was $21.2 billion and $19.4 billion, respectively. As of September 30, 2025, the carrying value and estimated fair value of debt was $25.2 billion and $23.3 billion, respectively.
Other financial instruments not measured at fair value. As of December 31, 2025, the carrying values of settlement receivable and payable, accounts receivable and payable, and customer collateral are an approximate fair value due to their generally short maturities. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy.
Non-financial assets. Certain non-financial assets such as goodwill, intangible assets and property, equipment and technology are subject to non-recurring fair value measurements if they are deemed to be impaired. The Company performed an annual impairment review of its indefinite-lived intangible assets and goodwill as of February 1, 2025, and concluded there was no impairment as of that date. No recent events or changes in circumstances indicated that impairment existed as of December 31, 2025.
Note 6—Leases
As of December 31, 2025, the Company had additional leases that had not yet commenced with estimated future payments of $560 million. These leases are expected to commence between fiscal 2027 and 2029 with lease terms between 9 and 14 years.
15
Note 7—Debt
The Company had outstanding debt as follows:
| December 31, 2025 | September 30, 2025 | Effective Interest Rate(1) | |||||||||||||||
| (in millions, except percentages) | |||||||||||||||||
| U.S. dollar notes | |||||||||||||||||
| $ | $ | % | |||||||||||||||
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| % | |||||||||||||||||
| % | |||||||||||||||||
| % | |||||||||||||||||
| % | |||||||||||||||||
| Euro notes | |||||||||||||||||
| % | |||||||||||||||||
| % | |||||||||||||||||
| % | |||||||||||||||||
| % | |||||||||||||||||
| % | |||||||||||||||||
| % | |||||||||||||||||
| % | |||||||||||||||||
Total debt | |||||||||||||||||
| Unamortized discounts and debt issuance costs | ( | ( | |||||||||||||||
Hedge accounting fair value adjustments(2) | ( | ( | |||||||||||||||
Total carrying value of debt | $ | $ | |||||||||||||||
Reported as: | |||||||||||||||||
| Current maturities of debt | $ | $ | |||||||||||||||
| Long-term debt | |||||||||||||||||
Total carrying value of debt | $ | $ | |||||||||||||||
(1)Effective interest rates disclosed do not reflect hedge accounting adjustments.
(2)Represents the fair value of interest rate swap agreements entered into on a portion of the outstanding senior notes.
Senior Notes
During the three months ended December 31, 2025, the Company repaid $4.0 billion of principal upon maturity of its senior notes due December 2025.
Note 8—Settlement Guarantee Management
The Company indemnifies its financial institution clients for settlement losses suffered due to failure of any other client to fund its settlement obligations in accordance with the Visa operating rules. This indemnification creates settlement risk for the Company due to the difference in timing between the date of a payment transaction and the date of subsequent settlement. The Company maintains and regularly reviews global settlement risk
16
policies and procedures to manage settlement risk, which may require clients to post collateral if certain credit standards are not met. Historically, the Company has experienced minimal losses as a result of its settlement risk guarantee. However, the Company’s future obligations, which could be material under its guarantees, are not determinable as they are dependent upon future events.
The Company’s settlement exposure is limited to the amount of unsettled Visa payment transactions at any point in time, which vary significantly day to day. For the three months ended December 31, 2025, the Company’s maximum daily settlement exposure was $168.6 billion and the average daily settlement exposure was $98.4 billion. To mitigate the risk of settlement exposure, the Company has various forms of collateral including restricted cash, letters of credit, guarantees, pledged securities and beneficial rights to trust assets. As of December 31, 2025 and September 30, 2025, the Company had total collateral of $8.8
Note 9—Segment Information
The Company’s activities are interrelated, and each activity is dependent upon and supportive of the other. All significant operating decisions are based on analysis of Visa as a single global business. The Company has one reportable segment, Payment Services.
The Company’s chief operating decision maker (CODM) is the Chief Executive Officer, who uses consolidated net income in assessing performance and allocating resources. This profitability measure is used in the annual budgeting process, and to monitor current-period performance against budget and prior-period results in order to make key operating decisions. The CODM does not evaluate segment performance using asset information.
Significant expenses that are regularly provided to the CODM for the Company’s one reportable segment are presented on the consolidated statements of operations and are included within the reported measure of consolidated net income.
Note 10—Stockholders’ Equity
As-converted class A common stock. The number of shares outstanding and the number of shares of class A common stock on an as-converted basis were as follows:
| December 31, 2025 | September 30, 2025 | |||||||||||||||||||||||||||||||||||||
| Shares Outstanding | Conversion Rate Into Class A Common Stock | As-converted Class A Common Stock(1) | Shares Outstanding | Conversion Rate Into Class A Common Stock | As-converted Class A Common Stock(1) | |||||||||||||||||||||||||||||||||
| (in millions, except conversion rate) | ||||||||||||||||||||||||||||||||||||||
| Series A preferred stock | (2) | (2) | ||||||||||||||||||||||||||||||||||||
| Series B preferred stock | ||||||||||||||||||||||||||||||||||||||
| Series C preferred stock | ||||||||||||||||||||||||||||||||||||||
| Class A common stock | ||||||||||||||||||||||||||||||||||||||
Class B-1 common stock | (3) | (3) | ||||||||||||||||||||||||||||||||||||
Class B-2 common stock | (3) | (3) | ||||||||||||||||||||||||||||||||||||
| Class C common stock | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
(1)Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers.
(2)The number of shares outstanding was less than one million.
(3)The class B-1 and class B-2 to class A common stock conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal. Conversion rates are presented on a rounded basis.
17
Reduction in as-converted shares. The following table presents the reduction in the number of as-converted class B-1 and B-2 common stock after deposits into the U.S. litigation escrow account under the U.S. retrospective responsibility plan:
| Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions, except per share data) | |||||||||||
| Reduction in equivalent number of class A common stock | |||||||||||
Effective price per share(1) | $ | $ | |||||||||
Deposits into the U.S. litigation escrow account | $ | $ | |||||||||
(1)Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificate of incorporation.
The following table presents the reduction in the number of as-converted series B and C preferred stock after the Company recovered VE territory covered losses through conversion rate adjustments under the Europe retrospective responsibility plan:
| Three Months Ended December 31, 2025 | Three Months Ended December 31, 2024 | |||||||||||||||||||||||||
| Series B | Series C | Series B | Series C | |||||||||||||||||||||||
| (in millions, except per share data) | ||||||||||||||||||||||||||
| Reduction in equivalent number of class A common stock | (1) | (1) | (1) | (1) | ||||||||||||||||||||||
Effective price per share(2) | $ | $ | $ | $ | ||||||||||||||||||||||
Recovery through conversion rate adjustments | $ | $ | $ | $ | ||||||||||||||||||||||
(1)The reduction in equivalent number of class A common stock was less than one million shares.
(2)Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificates of designations for its series B and C preferred stock.
Common stock repurchases. The following table presents share repurchases in the open market:
| Three Months Ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||
Shares repurchased in the open market(1) | |||||||||||||||||||||||
Average repurchase cost per share(2) | $ | $ | |||||||||||||||||||||
Total cost(2) | $ | $ | |||||||||||||||||||||
(1)Shares repurchased in the open market are retired and constitute authorized but unissued shares.
(2)Figures in the table may not recalculate exactly due to rounding. Average repurchase cost per share and total cost are calculated based on unrounded numbers and include applicable taxes. As of December 31, 2025 and 2024, shares repurchased in the open market include unsettled repurchases of $40 million and $70 million, respectively.
In April 2025, the Company’s board of directors authorized a $30.0 billion share repurchase program, providing multi-year flexibility. This authorization has no expiration date. As of December 31, 2025, the Company’s share repurchase program had remaining authorized funds of $21.1 billion. All share repurchase programs authorized prior to April 2025 have been completed.
18
Note 11—Earnings Per Share
The following tables present earnings per share:
| Three Months Ended December 31, 2025 | |||||||||||||||||||||||||||||||||||
| Basic Earnings Per Share | Diluted Earnings Per Share | ||||||||||||||||||||||||||||||||||
Income Allocation (A)(1) | Weighted- Average Shares Outstanding (B) | Earnings per Share = (A)/(B)(2) | Income Allocation (A)(1) | Weighted- Average Shares Outstanding (B) | Earnings per Share = (A)/(B)(2) | ||||||||||||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||||||||||||||
| Class A common stock | $ | $ | $ | (3) | (3) | $ | |||||||||||||||||||||||||||||
| Class B-1 common stock | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Class B-2 common stock | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Class C common stock | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Participating securities | Not presented | Not presented | $ | Not presented | Not presented | ||||||||||||||||||||||||||||||
| Net income | $ | ||||||||||||||||||||||||||||||||||
| Three Months Ended December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Basic Earnings Per Share | Diluted Earnings Per Share | ||||||||||||||||||||||||||||||||||
Income Allocation (A)(1) | Weighted- Average Shares Outstanding (B) | Earnings per Share = (A)/(B)(2) | Income Allocation (A)(1) | Weighted- Average Shares Outstanding (B) | Earnings per Share = (A)/(B)(2) | ||||||||||||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||||||||||||||
| Class A common stock | $ | $ | $ | (3) | (3) | $ | |||||||||||||||||||||||||||||
| Class B-1 common stock | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Class B-2 common stock | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Class C common stock | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Participating securities | Not presented | Not presented | $ | Not presented | Not presented | ||||||||||||||||||||||||||||||
| Net income | $ | ||||||||||||||||||||||||||||||||||
(1)Income allocation is based on the weighted-average number of as-converted class A common stock outstanding as shown in the table below.
(2)Figures in the table may not recalculate exactly due to rounding. Basic and diluted earnings per share are calculated based on unrounded numbers.
(3)Diluted class A common stock earnings per share calculation includes the assumed conversion of any class B-1, B-2 and C common stock and participating securities on an as-converted basis as shown in the table below and the incremental common stock equivalents related to employee stock plans, as calculated under the treasury stock method. For the three months ended December 31, 2025 and 2024, the common stock equivalents were not material for each period.
The following table presents the weighted-average number of as-converted class A common stock outstanding:
| Three Months Ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||
| Class B-1 common stock | |||||||||||||||||||||||
Class B-2 common stock | |||||||||||||||||||||||
| Class C common stock | |||||||||||||||||||||||
| Participating securities | |||||||||||||||||||||||
19
Note 12—Share-based Compensation
The following table presents the equity awards granted to employees and non-employee directors under the amended and restated 2007 Equity Incentive Compensation Plan (EIP) for the three months ended December 31, 2025:
| Granted | Weighted-Average Grant Date Fair Value | Weighted-Average Exercise Price | |||||||||||||||
| Non-qualified stock options | $ | $ | |||||||||||||||
| Restricted stock units | $ | ||||||||||||||||
Performance shares(1) | $ | ||||||||||||||||
(1)Represents the maximum number of performance shares which could be earned.
For the three months ended December 31, 2025 and 2024, the Company recorded share-based compensation cost related to the EIP of $221 million and $215 million, respectively.
Note 13—Income Taxes
For the three months ended December 31, 2025 and 2024, the effective income tax rates were 13 % and 17 %, respectively. For the three months ended December 31, 2025, a $333 million deferred tax benefit was recognized due to a change in the U.S. taxation of certain foreign earnings.
For the three months ended December 31, 2025, the Company’s gross unrecognized tax benefits increased $13 million and the Company’s net unrecognized tax benefits increased $11 million. The change in unrecognized tax benefits is related to various tax positions across several jurisdictions.
For fiscal 2016 through 2018, the Internal Revenue Service completed its examination of the Company’s U.S. federal income tax returns. The Company is filing an appeal due to an unresolved issue related to certain income tax deductions.
The Company’s tax filings are subject to examination by U.S. federal, state and foreign taxing authorities. The timing and outcome of the final resolutions of the various ongoing income tax examinations and refund claims are uncertain.
Note 14—Legal Matters
The Company is a party to various legal and regulatory proceedings. Some of these proceedings involve complex claims that are subject to substantial uncertainties and unascertainable damages. For those proceedings where a loss is determined to be only reasonably possible or probable but not estimable, the Company has disclosed the nature of the claim. Additionally, unless otherwise disclosed below with respect to these proceedings, the Company cannot provide an estimate of the possible loss or range of loss. Although the Company believes that it has strong defenses for the litigation and regulatory proceedings described below, it could, in the future, incur judgments or fines or enter into settlements of claims that could have a material adverse effect on the Company’s financial position, results of operations or cash flows. From time to time, the Company may engage in settlement discussions or mediations with respect to one or more of its outstanding litigation matters, either on its own behalf or collectively with other parties.
The litigation accrual is an estimate and is based on management’s understanding of its litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management’s best estimate of incurred loss as of the balance sheet date.
20
The following table summarizes the activity related to accrued litigation:
| Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
Balance as of beginning of period | $ | $ | |||||||||
| Provision for uncovered legal matters | |||||||||||
| Provision for covered legal matters | |||||||||||
| Payments for legal matters | ( | ( | |||||||||
Balance as of end of period | $ | $ | |||||||||
Accrual Summary—U.S. Covered Litigation
Visa Inc., Visa U.S.A. and Visa International are parties to certain legal proceedings that are covered by the U.S. retrospective responsibility plan, which the Company refers to as the U.S. covered litigation. An accrual for the U.S. covered litigation and a charge to the litigation provision are recorded when a loss is deemed to be probable and reasonably estimable. In making this determination, the Company evaluates available information, including but not limited to actions taken by the Company’s litigation committee. The total accrual related to the U.S. covered litigation could be either higher or lower than the escrow account balance. See further discussion below under U.S. Covered Litigation and Note 4—U.S. and Europe Retrospective Responsibility Plans.
The following table summarizes the accrual activity related to U.S. covered litigation:
| Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
Balance as of beginning of period | $ | $ | |||||||||
| Provision for interchange multidistrict litigation | |||||||||||
| Payments for U.S. covered litigation | ( | ||||||||||
Balance as of end of period | $ | $ | |||||||||
For the three months ended December 31, 2025, the Company recorded an additional accrual of $707 million and deposited $500 million into the U.S. litigation escrow account to address claims associated with the interchange multidistrict litigation. The accrual balance is consistent with the Company’s best estimate of its share of a probable and reasonably estimable loss with respect to the U.S. covered litigation. While this estimate is consistent with the Company’s view of the current status of the litigation, the probable and reasonably estimable loss or range of such loss could materially vary based on developments in the litigation. The Company will continue to consider and reevaluate this estimate in light of the substantial uncertainties with respect to the litigation. The Company is unable to estimate a potential loss or range of loss, if any, at trial if negotiated resolutions cannot be reached.
Accrual Summary—VE Territory Covered Litigation
Visa Inc., Visa International and Visa Europe are parties to certain legal proceedings that are covered by the Europe retrospective responsibility plan. Unlike the U.S. retrospective responsibility plan, the Europe retrospective responsibility plan does not have an escrow account that is used to fund settlements or judgments. The Company is entitled to recover VE territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock. An accrual for the VE territory covered losses and a reduction to stockholders’ equity will be recorded when the loss is deemed to be probable and reasonably estimable. See further discussion below under VE Territory Covered Litigation and Note 4—U.S. and Europe Retrospective Responsibility Plans.
21
The following table summarizes the accrual activity related to VE territory covered litigation:
| Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
Balance as of beginning of period | $ | $ | |||||||||
| Provision for VE territory covered litigation | |||||||||||
| Payments for VE territory covered litigation | ( | ( | |||||||||
Balance as of end of period | $ | $ | |||||||||
U.S. Covered Litigation
Interchange Multidistrict Litigation (MDL) - Class Actions
On November 10, 2025, Visa and Mastercard entered into a superseding and amended settlement agreement to resolve the Injunctive Relief Class claims and the Injunctive Relief Class plaintiffs filed a motion for preliminary approval of the settlement.
Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions
Visa has reached settlements with a number of merchants representing approximately 87 % of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs.
VE Territory Covered Litigation
Visa filed a jurisdictional challenge in the Dutch class action on December 17, 2025.
Other Litigation
U.S. Securities Class Action
On December 10, 2025, the court granted Visa’s motion to dismiss the amended complaint with leave to amend, and denied the motion to strike as moot. On January 9, 2026, plaintiff filed a second amended complaint, and Visa filed a motion to dismiss on January 23, 2026.
Debit Surcharge Class Action
On December 12, 2025, the court granted Visa’s motion to dismiss the amended complaint without further leave to amend. Plaintiff appealed but subsequently dismissed its appeal.
U.S. ATM Access Fee Litigation
On December 18, 2025, plaintiffs in Burke filed a motion for preliminary approval of the class settlement with Visa and Mastercard.
MiCamp Solutions
On December 11, 2025, the court granted Visa’s motion to dismiss and dismissed plaintiffs’ case without further leave to amend.
German ATM Litigation
Several of Visa’s jurisdictional challenges are pending in the German Federal Court of Justice.
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| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||||
This management’s discussion and analysis provides a review of the results of operations, financial condition and liquidity and capital resources of Visa Inc. and its subsidiaries (Visa, we, us, our or the Company) on a historical basis and outlines the factors that have affected recent earnings, as well as those factors that may affect future earnings. The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and related notes included in Item 1—Financial Statements of this report.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to, among other things, our future financial position, results of operations and cash flows; prospects, developments, strategies and growth of our business; anticipated expansion of our products in certain countries and territories; industry developments; anticipated timing and benefits of our acquisitions; expectations regarding litigation matters, investigations and proceedings; timing and amount of stock repurchases; sufficiency of sources of liquidity and funding; effectiveness of our risk management programs; and expectations regarding the impact of recent accounting pronouncements on our unaudited consolidated financial statements. Forward-looking statements generally are identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “projects,” “could,” “should,” “will,” “continue” and other similar expressions. All statements other than statements of historical fact could be forward-looking statements, which speak only as of the date they are made, are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond our control and are difficult to predict. We describe risks and uncertainties that could cause actual results or outcomes, or the timing of our results or outcomes, to differ materially from those expressed in, or implied by, any of these forward-looking statements in our SEC filings, including our Annual Report on Form 10-K, for the year ended September 30, 2025, and any subsequent reports on Forms 10-Q and 8-K. Except as required by law, we do not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise.
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Overview
Visa is a global payments technology company that facilitates secure, reliable and efficient global commerce and money movement. We provide transaction processing services (primarily authorization, clearing and settlement) among consumers, issuing and acquiring financial institutions and sellers. We are focused on extending, enhancing and investing in our proprietary advanced transaction processing network, VisaNet, to offer a single connection point for facilitating money movement to multiple endpoints through various form factors and innovative technologies across more than 200 countries and territories. Visa is not a financial institution. We do not issue cards, extend credit or set rates and fees for account holders of Visa products.
Financial overview. A summary of our GAAP and non-GAAP operating results is as follows:
| Three Months Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % Change(1) | |||||||||||||||||||||||||||||||||
| (in millions, except percentages and per share data) | |||||||||||||||||||||||||||||||||||
Net revenue | $ | 10,901 | $ | 9,510 | 15 | % | |||||||||||||||||||||||||||||
| Operating expenses | $ | 4,164 | $ | 3,276 | 27 | % | |||||||||||||||||||||||||||||
| Net income | $ | 5,853 | $ | 5,119 | 14 | % | |||||||||||||||||||||||||||||
| Diluted earnings per share | $ | 3.03 | $ | 2.58 | 17 | % | |||||||||||||||||||||||||||||
Non-GAAP operating expenses(2) | $ | 3,391 | $ | 2,917 | 16 | % | |||||||||||||||||||||||||||||
Non-GAAP net income(2) | $ | 6,124 | $ | 5,463 | 12 | % | |||||||||||||||||||||||||||||
Non-GAAP diluted earnings per share(2) | $ | 3.17 | $ | 2.75 | 15 | % | |||||||||||||||||||||||||||||
(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
(2)For a reconciliation of our GAAP to non-GAAP financial results, see tables in Non-GAAP financial results below.
Highlights. For the three months ended December 31, 2025, net revenue increased 15% over the prior-year comparable period, primarily due to the growth in nominal cross-border volume, processed transactions and nominal payments volume, partially offset by higher client incentives. See Results of Operations—Net Revenue below for further discussion. For the three months ended December 31, 2025, exchange rate movements increased our net revenue growth by approximately one percentage point.
For the three months ended December 31, 2025, operating expenses increased 27% over the prior-year comparable period, primarily driven by higher litigation provision. See Results of Operations—Operating Expenses below for further discussion. For the three months ended December 31, 2025, exchange rate movements increased our operating expense growth by approximately one-and-a-half percentage points.
For the three months ended December 31, 2025, non-GAAP operating expenses increased 16% over the prior-year comparable period, primarily driven by higher personnel, marketing, and general and administrative expenses.
Interchange multidistrict litigation. For the three months ended December 31, 2025, we recorded an additional accrual of $707 million to address claims associated with the interchange multidistrict litigation. We also made a deposit of $500 million into the U. S. litigation escrow account. The additional accrual related to the interchange multidistrict litigation could be higher or lower than the deposit made into the U.S. litigation escrow account. See Note 4—U.S. and Europe Retrospective Responsibility Plans and Note 14—Legal Matters to our unaudited consolidated financial statements.
Common stock repurchases. For the three months ended December 31, 2025, we repurchased 11 million shares of our class A common stock in the open market for $3.8 billion. As of December 31, 2025, our share repurchase program had remaining authorized funds of $21.1 billion. See Note 10—Stockholders’ Equity to our unaudited consolidated financial statements.
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Non-GAAP financial results. We use non-GAAP financial measures of our performance which exclude certain items which we believe are not representative of our continuing operations, as they may be non-recurring or have no cash impact, and may distort our longer-term operating trends. We consider non-GAAP measures useful to investors because they provide greater transparency into management’s view and assessment of our ongoing operating performance.
We exclude the following from our GAAP financial results to arrive at our non-GAAP financial results:
•Gains and losses on equity investments. Gains and losses on equity investments include periodic non-cash fair value adjustments and gains and losses upon sale of an investment. These long-term investments are strategic in nature and are primarily private company investments. Gains and losses associated with these investments are tied to the performance of the companies that we invest in and therefore do not correlate to the underlying performance of our business.
•Amortization of acquired intangible assets. Amortization of acquired intangible assets consists of amortization of intangible assets such as technology and customer relationships acquired in connection with business combinations executed beginning in fiscal 2019. Amortization charges for our acquired intangible assets are non-cash and are significantly affected by the timing, frequency and size of our acquisitions, rather than our core operations. As such, we have excluded this amount to facilitate an evaluation of our current operating performance and comparison to our past operating performance.
•Acquisition-related costs. Acquisition-related costs consist primarily of one-time transaction and integration costs associated with our business combinations. These costs include professional fees, technology integration fees, restructuring activities and other direct costs related to the purchase and integration of acquired entities. These costs also include retention equity and deferred compensation when they are agreed upon as part of the purchase price of the transaction but are required to be recognized as expense post-combination. We have excluded these amounts as the expenses are recognized for a limited duration and do not reflect the underlying performance of our business.
•Litigation provision. Litigation provision includes significant accruals related to certain legal matters that are not covered by the U.S. retrospective responsibility plan or the Europe retrospective responsibility plan (uncovered legal matters) and additional accruals associated with the interchange multidistrict litigation which are covered by the U.S. retrospective responsibility plan (U.S. covered litigation). Litigation provision associated with these matters can vary significantly based on the facts and circumstances related to each matter and do not correlate to the underlying performance of our business. For the three months ended December 31, 2025 and 2024, we have excluded these amounts to facilitate a comparison to our past operating performance.
Under the U.S. retrospective responsibility plan, we recover the monetary liabilities related to the U.S. covered litigation through a downward adjustment to the rate at which shares of our class B-1 and class B-2 common stock ultimately convert into shares of class A common stock. For the three months ended December 31, 2025, basic and diluted earnings per class A common stock was unchanged as a result of the downward adjustments of the class B-1 and B-2 common stock conversion rates during the period. For the three months ended December 31, 2024, there was no conversion rate adjustment. See Note 4—U.S. and Europe Retrospective Responsibility Plans and Note 14—Legal Matters to our unaudited consolidated financial statements.
•Deferred tax benefit. For the three months ended December 31, 2025, we recorded a deferred tax benefit within income tax provision due to a change in the U.S. taxation of certain foreign earnings. We have excluded this one-time non-cash benefit as it is not representative of our ongoing operations.
•Severance costs. For the three months ended December 31, 2024, we recorded severance costs within personnel expense to realign our organizational structure and focus on areas that will drive higher long-term growth. This broad-based optimization effort has been excluded as it is not representative of our ongoing operations.
•Lease consolidation costs. For the three months ended December 31, 2024, we recorded a charge within general and administrative expense associated with the consolidation of certain leased office spaces. We have excluded this amount as it does not reflect the underlying performance of our business.
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Non-GAAP operating expenses, non-operating income (expense), income tax provision, effective income tax rate, net income and diluted earnings per share should not be relied upon as substitutes for, or considered in isolation from, measures calculated in accordance with GAAP. The following tables reconcile our GAAP to non-GAAP financial measures:
| Three Months Ended December 31, 2025 | |||||||||||||||||||||||||||||||||||
| Operating Expenses | Non-operating Income (Expense) | Income Tax Provision(1) | Effective Income Tax Rate(2) | Net Income | Diluted Earnings Per Share(2) | ||||||||||||||||||||||||||||||
| (in millions, except percentages and per share data) | |||||||||||||||||||||||||||||||||||
GAAP | $ | 4,164 | $ | (11) | $ | 873 | 13.0 | % | $ | 5,853 | $ | 3.03 | |||||||||||||||||||||||
| (Gains) losses on equity investments, net | — | 7 | 2 | 5 | — | ||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | (54) | — | 14 | 40 | 0.02 | ||||||||||||||||||||||||||||||
| Acquisition-related costs | (12) | — | 1 | 11 | 0.01 | ||||||||||||||||||||||||||||||
| Litigation provision | (707) | — | 159 | 548 | 0.28 | ||||||||||||||||||||||||||||||
Deferred tax benefit | — | — | 333 | (333) | (0.17) | ||||||||||||||||||||||||||||||
| Non-GAAP | $ | 3,391 | $ | (4) | $ | 1,382 | 18.4 | % | $ | 6,124 | $ | 3.17 | |||||||||||||||||||||||
| Three Months Ended December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Operating Expenses | Non-operating Income (Expense) | Income Tax Provision(1) | Effective Income Tax Rate(2) | Net Income | Diluted Earnings Per Share(2) | ||||||||||||||||||||||||||||||
| (in millions, except percentages and per share data) | |||||||||||||||||||||||||||||||||||
GAAP | $ | 3,276 | $ | (34) | $ | 1,081 | 17.4 | % | $ | 5,119 | $ | 2.58 | |||||||||||||||||||||||
| (Gains) losses on equity investments, net | — | 75 | 17 | 58 | 0.03 | ||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | (46) | — | 11 | 35 | 0.02 | ||||||||||||||||||||||||||||||
| Acquisition-related costs | (34) | — | 2 | 32 | 0.02 | ||||||||||||||||||||||||||||||
Severance costs | (213) | — | 45 | 168 | 0.08 | ||||||||||||||||||||||||||||||
Lease consolidation costs | (39) | — | 9 | 30 | 0.02 | ||||||||||||||||||||||||||||||
Litigation provision | (27) | — | 6 | 21 | 0.01 | ||||||||||||||||||||||||||||||
| Non-GAAP | $ | 2,917 | $ | 41 | $ | 1,171 | 17.7 | % | $ | 5,463 | $ | 2.75 | |||||||||||||||||||||||
(1)Determined by applying applicable tax rates.
(2)Figures in the table may not recalculate exactly due to rounding. Effective income tax rate, diluted earnings per share and their respective totals are calculated based on unrounded numbers.
Payments volume and processed transactions. Payments volume is the primary driver for our service revenue, and the number of processed transactions is the primary driver for our data processing revenue.
Payments volume represents the aggregate dollar amount of purchases made with cards and other form factors carrying the Visa, Visa Electron, V PAY and Interlink brands and excludes Europe co-badged volume. Nominal payments volume is denominated in U.S. dollars and is calculated each quarter by applying an established U.S. dollar/foreign currency exchange rate for each local currency in which our volumes are reported. Processed transactions include payments and cash transactions, and represent transactions using cards and other form factors carrying the Visa, Visa Electron, V PAY, Interlink and PLUS brands processed on Visa’s networks.
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The following table presents nominal payments and cash volume:
| U.S. | International | Visa | |||||||||||||||||||||||||||||||||
Three Months Ended September 30,(1) | |||||||||||||||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||
(in billions) | |||||||||||||||||||||||||||||||||||
| Nominal payments volume | |||||||||||||||||||||||||||||||||||
Consumer credit | $ | 653 | $ | 610 | $ | 841 | $ | 773 | $ | 1,494 | $ | 1,382 | |||||||||||||||||||||||
Consumer debit(2) | 833 | 771 | 933 | 827 | 1,766 | 1,598 | |||||||||||||||||||||||||||||
Commercial(3) | 290 | 268 | 183 | 160 | 473 | 428 | |||||||||||||||||||||||||||||
Total nominal payments volume(4) | $ | 1,775 | $ | 1,649 | $ | 1,957 | $ | 1,760 | $ | 3,732 | $ | 3,409 | |||||||||||||||||||||||
Cash volume(5) | 153 | 151 | 491 | 478 | 644 | 628 | |||||||||||||||||||||||||||||
Total nominal volume(4),(6) | $ | 1,928 | $ | 1,800 | $ | 2,447 | $ | 2,237 | $ | 4,376 | $ | 4,037 | |||||||||||||||||||||||
The following table presents the changes in nominal and constant payments and cash volume:
U.S. | International | Visa | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended September 30, 2025 vs. 2024(1),(4) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nominal | Nominal | Constant(7) | Nominal | Constant(7) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payments volume growth | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer credit growth | 7 | % | 9 | % | 9 | % | 8 | % | 8 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
Consumer debit growth(2) | 8 | % | 13 | % | 10 | % | 10 | % | 9 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
Commercial growth(3) | 8 | % | 15 | % | 14 | % | 10 | % | 10 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total payments volume growth | 8 | % | 11 | % | 10 | % | 9 | % | 9 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
Cash volume growth(5) | 2 | % | 3 | % | 2 | % | 2 | % | 2 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total volume growth | 7 | % | 9 | % | 8 | % | 8 | % | 8 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
(1)Service revenue in a given quarter is primarily assessed based on nominal payments volume in the prior quarter. Therefore, service revenue reported for the three months ended December 31, 2025 and 2024, respectively, was based on nominal payments volume reported by our financial institution clients for the three months ended September 30, 2025 and 2024, respectively. On occasion, previously presented volume information may be updated. Prior period updates are not material.
(2)Includes consumer prepaid volume and Interlink volume.
(3)Includes large, medium and small business credit and debit, as well as commercial prepaid volume.
(4)Figures in the table may not recalculate exactly due to rounding. Percentage changes and totals are calculated based on unrounded numbers.
(5)Cash volume generally consists of cash access transactions, balance access transactions, balance transfers and convenience checks.
(6)Total nominal volume is the sum of total nominal payments volume and cash volume. Total nominal volume is provided by our financial institution clients, subject to review by Visa.
(7)Growth on a constant-dollar basis excludes the impact of foreign currency fluctuations against the U.S. dollar.
The following table presents the number of processed transactions:
| Three Months Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % Change(1) | |||||||||||||||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||||||||||||||
| Visa processed transactions | 69,400 | 63,797 | 9 | % | |||||||||||||||||||||||||||||||
(1)Figures in the table may not recalculate exactly due to rounding. Percentage change is calculated based on unrounded numbers. On occasion, previously presented information may be updated. Prior period updates are not material.
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Results of Operations
Net Revenue
The following table presents our net revenue earned in the U.S. and internationally:
| Three Months Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % Change(1) | |||||||||||||||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||||||||||||||
| U.S. | $ | 4,163 | $ | 3,738 | 11 | % | |||||||||||||||||||||||||||||
| International | 6,738 | 5,772 | 17 | % | |||||||||||||||||||||||||||||||
Net revenue | $ | 10,901 | $ | 9,510 | 15 | % | |||||||||||||||||||||||||||||
(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
Net revenue increased over the three-month prior-year comparable period primarily due to the growth in nominal cross-border volume, processed transactions and nominal payments volume, partially offset by higher client incentives.
Our net revenue is impacted by the overall strengthening or weakening of the U.S. dollar as payments volume and related revenue denominated in local currencies are converted to U.S. dollars. For the three months ended December 31, 2025, exchange rate movements increased our net revenue growth by approximately one percentage point.
The following table presents the components of our net revenue:
| Three Months Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % Change(1) | |||||||||||||||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||||||||||||||
Service revenue | $ | 4,760 | $ | 4,208 | 13 | % | |||||||||||||||||||||||||||||
Data processing revenue | 5,544 | 4,745 | 17 | % | |||||||||||||||||||||||||||||||
International transaction revenue | 3,652 | 3,442 | 6 | % | |||||||||||||||||||||||||||||||
Other revenue | 1,214 | 912 | 33 | % | |||||||||||||||||||||||||||||||
| Client incentives | (4,269) | (3,797) | 12 | % | |||||||||||||||||||||||||||||||
Net revenue | $ | 10,901 | $ | 9,510 | 15 | % | |||||||||||||||||||||||||||||
(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
•Service revenue increased over the three-month prior-year comparable period primarily due to growth in nominal payments volume of 9%, select pricing modifications and growth in card benefits.
•Data processing revenue increased over the three-month prior-year comparable period primarily due to growth in processed transactions of 9%, select pricing modifications, growth in value-added services and higher cross-border transaction mix.
•International transaction revenue increased over the three-month prior-year comparable period primarily due to growth in nominal cross-border volume of 15%, excluding transactions within Europe, partially offset by lower volatility of a broad range of currencies and business mix.
•Other revenue increased over the three-month prior-year comparable period primarily due to growth in Advisory and Other Services and select pricing modifications.
•Client incentives increased over the three-month prior-year comparable period primarily due to growth in payments volume. The amount of client incentives we record in future periods will vary based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts.
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For the three months ended December 31, 2025 and 2024, revenue from value-added services was $3.2 billion and $2.4 billion, respectively. Value-added services revenue increased 32% over the three-month prior-year comparable period primarily due to growth in Issuing Solutions, Acceptance Solutions and Advisory and Other Services.
Operating Expenses
The following table presents the components of our total operating expenses:
| Three Months Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % Change(1) | |||||||||||||||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||||||||||||||
| Personnel | $ | 1,764 | $ | 1,813 | (3 | %) | |||||||||||||||||||||||||||||
| Marketing | 410 | 306 | 34 | % | |||||||||||||||||||||||||||||||
| Network and processing | 233 | 207 | 12 | % | |||||||||||||||||||||||||||||||
| Professional fees | 208 | 143 | 46 | % | |||||||||||||||||||||||||||||||
Depreciation and amortization | 326 | 282 | 16 | % | |||||||||||||||||||||||||||||||
General and administrative | 515 | 481 | 7 | % | |||||||||||||||||||||||||||||||
| Litigation provision | 708 | 44 | NM | ||||||||||||||||||||||||||||||||
| Total operating expenses | $ | 4,164 | $ | 3,276 | 27 | % | |||||||||||||||||||||||||||||
NM – Not meaningful
(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
•Personnel expenses decreased over the three-month prior-year comparable period primarily due to severance costs in the prior year to realign our organizational structure, partially offset by a higher number of employees and compensation focused on areas that will drive higher long-term growth, including acquisitions.
•Marketing expenses increased over the three-month prior-year comparable period primarily due to higher spending in various campaigns, including for client marketing and the FIFA World Cup 2026TM.
•Professional fees increased over the three-month prior-year comparable period primarily due to higher legal fees and higher expenses associated with client engagements.
•Depreciation and amortization expenses increased over the three-month prior-year comparable period primarily due to additional amortization and depreciation from our on-going investments and acquisitions.
•Litigation provision increased over the three-month prior-year comparable period primarily due to higher accruals related to the U.S. covered litigation. See Note 14—Legal Matters to our unaudited consolidated financial statements.
Non-operating Income (Expense)
The following table presents the components of our non-operating income (expense):
| Three Months Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % Change(1) | |||||||||||||||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||||||||||||||
| Interest expense | $ | (194) | $ | (182) | 7 | % | |||||||||||||||||||||||||||||
| Investment income (expense) and other | 183 | 148 | 23 | % | |||||||||||||||||||||||||||||||
| Total non-operating income (expense) | $ | (11) | $ | (34) | (65 | %) | |||||||||||||||||||||||||||||
(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
29
•Investment income (expense) and other increased over the three-month prior-year comparable period primarily due to lower losses on our equity investments, partially offset by lower interest income on our cash and investments.
Effective Income Tax Rate
The following table presents our effective income tax rates:
| Three Months Ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Effective income tax rate | 13 | % | 17 | % | |||||||||||||||||||
The effective income tax rate decreased over the three-month prior-year comparable period primarily due to a $333 million deferred tax benefit recognized due to a change in the U.S. taxation of certain foreign earnings.
Liquidity and Capital Resources
Cash Flow Data
The following table summarizes our cash flow activity for the periods presented:
| Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Total cash provided by (used in): | |||||||||||
| Operating activities | $ | 6,780 | $ | 5,396 | |||||||
| Investing activities | $ | 361 | $ | 790 | |||||||
| Financing activities | $ | (8,986) | $ | (5,475) | |||||||
Operating activities. Cash provided by operating activities increased over the three-month prior-year comparable period primarily due to growth in our underlying business.
Investing activities. Cash provided by investing activities decreased over the three-month prior-year comparable period primarily due to lower proceeds from maturities and sales of investment securities, partially offset by the absence of cash paid for acquisitions.
Financing activities. Cash used in financing activities increased over the three-month prior-year comparable period primarily due to the principal debt repayment upon maturity of our senior notes due December 2025.
Sources of Liquidity
Our primary sources of liquidity are cash on hand, cash flow from our operations, our investment portfolio and access to various equity and borrowing arrangements. Funds from operations are maintained in cash and cash equivalents and short-term or long-term investment securities based upon our funding requirements, access to liquidity from these holdings and the returns that these holdings provide. Based on our current cash flow budgets and forecasts of our short-term and long-term liquidity needs, we believe that our current and projected sources of liquidity will be sufficient to meet our projected liquidity needs for more than the next 12 months. We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our operating performance, current economic and capital market conditions and other relevant circumstances.
Uses of Liquidity
There has been no significant change to our primary uses of liquidity since September 30, 2025, except as discussed below.
Common stock repurchases. For the three months ended December 31, 2025, we repurchased shares of our class A common stock in the open market for $3.8 billion. As of December 31, 2025, our share repurchase program
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had remaining authorized funds of $21.1 billion. See Note 10—Stockholders’ Equity to our unaudited consolidated financial statements.
Dividends. For the three months ended December 31, 2025, we declared and paid $1.3 billion in dividends to holders of our common and preferred stock. On January 27, 2026, our board of directors declared a quarterly cash dividend of $0.67 per share of class A common stock (determined in the case of all other outstanding common and preferred stock on an as-converted basis). We expect to continue paying quarterly dividends in cash, subject to approval by the board of directors. See Note 10—Stockholders’ Equity to our unaudited consolidated financial statements.
Senior notes. During the three months ended December 31, 2025, we repaid $4.0 billion of principal upon maturity of our senior notes due December 2025. A principal payment on our senior notes of €1.4 billion ($1.6 billion) is due in June 2026 for which we have sufficient liquidity. See Note 7—Debt to our unaudited consolidated financial statements.
Litigation. For the three months ended December 31, 2025, we deposited $500 million into the U.S. litigation escrow account to address claims associated with the interchange multidistrict litigation. The balance of this account as of December 31, 2025 was $3.3 billion and is reflected as restricted cash in our consolidated balance sheets. See Note 4—U.S. and Europe Retrospective Responsibility Plans and Note 14—Legal Matters to our unaudited consolidated financial statements.
Accounting Pronouncements Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, which provides improvements to income tax disclosures. This standard requires disaggregated information related to the effective tax rate reconciliation as well as information on income taxes paid. This ASU is effective for our annual periods beginning October 1, 2025, and requires prospective application with the option to apply the standard retrospectively. We are currently evaluating the impact of the ASU on our disclosures.
In November 2024, the FASB issued ASU 2024-03, which requires disclosure of additional information about specific expense categories underlying certain income statement expense line items. Subsequently, the FASB also issued an amendment to this standard. The amendments in the ASU are effective for our annual periods beginning October 1, 2027, and interim periods beginning October 1, 2028, and require either prospective or retrospective application. We are currently evaluating the impact of the ASU on our disclosures.
In September 2025, the FASB issued ASU 2025-06, which modernizes the accounting for internal-use software by eliminating project stage-based capitalization and clarifying the probable-to-complete threshold to commence the capitalization of software costs. This ASU is effective for our annual and interim periods beginning October 1, 2028, and transition approaches include prospective, retrospective or modified methods. We are currently evaluating the impact of the ASU on our consolidated financial statements.
| ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk | ||||
There have been no significant changes to our market risks since September 30, 2025.
| ITEM 4. | Controls and Procedures | ||||
Evaluation of disclosure controls and procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report and, based on such evaluation, have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of such date.
Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during our first quarter of fiscal 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
31
PART II. OTHER INFORMATION
| ITEM 1. | Legal Proceedings | ||||
See Note 14—Legal Matters to the unaudited consolidated financial statements included in this Form 10-Q for developments concerning the Company’s current material legal proceedings, since the Company's Annual Report on Form 10-K for the year ended September 30, 2025.
| ITEM 1A. | Risk Factors | ||||
For a discussion of the Company’s risk factors, see the information under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025.
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | ||||
Issuer Purchases of Equity Securities
The table below presents our purchases of class A common stock for the three months ended December 31, 2025:
| Period | Total Number of Shares Purchased | Average Purchase Price per Share(1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| (in millions, except per share data) | ||||||||||||||||||||||||||
| October 1 – 31, 2025 | 4 | $ | 349.48 | 4 | $ | 23,570 | ||||||||||||||||||||
| November 1 – 30, 2025 | 4 | $ | 334.20 | 4 | $ | 22,305 | ||||||||||||||||||||
| December 1 – 31, 2025 | 3 | $ | 342.79 | 3 | $ | 21,125 | ||||||||||||||||||||
| Total | 11 | $ | 342.13 | 11 | ||||||||||||||||||||||
(1)Includes applicable taxes.
See Note 10—Stockholders’ Equity to our unaudited consolidated financial statements for further discussion on our share repurchase programs.
| ITEM 3. | Defaults Upon Senior Securities | ||||
None.
| ITEM 4. | Mine Safety Disclosures | ||||
Not applicable.
| ITEM 5. | Other Information | ||||
(c) Trading Plans
32
| ITEM 6. | Exhibits | ||||
EXHIBIT INDEX
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit | Exhibit | File | Exhibit | Filing | ||||||||||||||||||||||||||||
| Number | Description | Form | Number | Number | Date | |||||||||||||||||||||||||||
| 31.1+ | ||||||||||||||||||||||||||||||||
| 31.2+ | ||||||||||||||||||||||||||||||||
| 32.1+ | ||||||||||||||||||||||||||||||||
101.INS+ | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||||||||||||||||||||||||||
101.SCH+ | Inline XBRL Taxonomy Extension Schema Document | |||||||||||||||||||||||||||||||
101.CAL+ | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||||||||||||||||||||||
101.DEF+ | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||||||||||||||||||||
101.LAB+ | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||||||||||||||||||||
101.PRE+ | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||||||||||||||||||||
| 104+ | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||||||||||||||||||||||||
| + | Filed or furnished herewith. | ||||
33
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, thereunto duly authorized.
| VISA INC. | ||||||||||||||
| Date: | January 29, 2026 | By: | /s/ Ryan McInerney | |||||||||||
| Name: | Ryan McInerney | |||||||||||||
| Title: | Chief Executive Officer (Principal Executive Officer) | |||||||||||||
| Date: | January 29, 2026 | By: | /s/ Chris Suh | |||||||||||
| Name: | Chris Suh | |||||||||||||
| Title: | Chief Financial Officer (Principal Financial Officer) | |||||||||||||
| Date: | January 29, 2026 | By: | /s/ Peter Andreski | |||||||||||
| Name: | Peter Andreski | |||||||||||||
| Title: | Global Corporate Controller, Chief Accounting Officer (Principal Accounting Officer) | |||||||||||||
34
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
EXCHANGE ACT RULES 13A-14(A)/15D-14(A),
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Ryan McInerney, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Visa Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | January 29, 2026 | /s/ Ryan McInerney | |||||||||
Ryan McInerney Chief Executive Officer (Principal Executive Officer) | |||||||||||
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
EXCHANGE ACT RULES 13A-14(A)/15D-14(A),
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Chris Suh, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Visa Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | January 29, 2026 | /s/ Chris Suh | |||||||||
Chris Suh Chief Financial Officer (Principal Financial Officer) | |||||||||||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Visa Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ryan McInerney, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
•the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
•the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | January 29, 2026 | /s/ Ryan McInerney | |||||||||
Ryan McInerney Chief Executive Officer (Principal Executive Officer) | |||||||||||
In connection with the Quarterly Report of Visa Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chris Suh, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
•the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
•the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | January 29, 2026 | /s/ Chris Suh | |||||||||
Chris Suh Chief Financial Officer (Principal Financial Officer) | |||||||||||