Visa Inc 8-K, filed Sep 26, 2025
Visa Inc. (V)
8-K
2025-09-26
For: 2025-09-26
View Original
Added on
April 02, 2026
About this 8-K
Visa Inc filed this 8-K on September 26, 2025.
Items reported
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 26, 2025
(Exact name of Registrant as Specified in Its Charter)
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Registrant’s Telephone Number, Including Area Code: (650 ) 432-3200
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 8.01 Other Events.
On September 26, 2025, Visa Inc. (the “Company”) announced new conversion rates applicable to the Company’s class B-1 and B-2 common stock resulting from its September 25, 2025 deposit of $500 million into the U.S. litigation escrow account previously established under the Company’s U.S. retrospective responsibility plan (the “Plan”). Under the terms of the Plan, the conversion rate applicable to the Company’s class B-1 common stock decreased from 1.5609 to 1.5549 and the conversion rate applicable to the Company's class B-2 common stock decreased from 1.5342 to 1.5223, in each case effective as of September 25, 2025.
The conversion rate adjustments have the same effect on earnings per share as repurchasing the Company’s class A common stock. Therefore the as-converted class B-1 common stock share count was reduced by approximately 28,885 from 7,547,381 to 7,518,496 and the as-converted class B-2 common stock share count was reduced by approximately 1,437,724 from 184,625,546 to 183,187,821. The deposit and conversion rate adjustment calculations were conducted in accordance with the Company’s certificate of incorporation currently in effect using the volume-weighted average price over the 5-day pricing period from September 18, 2025 through September 24, 2025.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VISA INC. | |||||||||||||||||
| Date: | September 26, 2025 | By: | /s/ Chris Suh | ||||||||||||||
| Chris Suh Chief Financial Officer | |||||||||||||||||