Visa Inc SC TO-I, filed Apr 13, 2026
Visa Inc. (V)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Visa Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Class B-1 common stock, par value $0.0001 per share
Class B-2 common stock, par value $0.0001 per share
(Title of Class of Securities)
92826C201
92826C771
(CUSIP Number of Class of Securities)
Ryan McInerney
Chief Executive Officer
Visa Inc.
P.O. Box 8999
San Francisco, California 94128-8999
(650) 432-3200
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Joseph A. Hall
John H. Runne
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transaction to which the statement relates:
| ☐ | third party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Issuer Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by Visa Inc., a Delaware corporation (“Visa”). This Schedule TO relates to the offers by Visa to exchange:
| • | any and all outstanding shares of its Class B-1 common stock, par value $0.0001 per share (“Class B-1 common stock,” and such offer to exchange, the “Class B-1 Exchange”), for a combination of shares of Visa’s Class B-3 common stock, par value $0.0001 per share (“Class B-3 common stock”) and Visa’s Class C common stock, par value $0.0001 per share (“Class C common stock”), and, where applicable, cash in lieu of fractional shares (“applicable cash consideration”); and |
| • | any and all outstanding shares of its Class B-2 common stock, par value $0.0001 per share (“Class B-2 common stock,” and such offer to exchange, together with the Class B-1 Exchange, the “Exchange Offer”) for a combination of shares of Class B-3 common stock and Class C common stock and any applicable cash consideration, |
upon the terms and subject to the conditions set forth in the Prospectus, dated April 13, 2026 (the “Prospectus”) forming part of the Registration Statement (as defined below) and the Letter of Election and Transmittal (the “Letter of Transmittal”), copies of which are filed herewith as Exhibits (a)(4) and (a)(1)(A), respectively. As used in this Schedule TO, the term “Eligible Class B common stock” refers to Visa’s outstanding Class B-1 and Class B-2 common stock, which may be tendered in the Exchange Offer, and the term “Class B stockholder” refers to a holder of Eligible Class B common stock.
As a condition to participating in the Exchange Offer, each exchanging Class B stockholder, together with its respective Parent Guarantors (as defined in the Prospectus), if any, will be required to enter into an agreement (the “Makewhole Agreement”) to reimburse Visa in cash for future obligations related to certain U.S. covered litigation (as further described in the Prospectus) that, but for its participation in the Exchange Offer, would have otherwise been borne by such holder through its ownership of Eligible Class B common stock. A copy of the form of Makewhole Agreement is filed herewith as Exhibit (a)(1)(B).
To participate in the Exchange Offer, Class B stockholders must deliver executed copies of the Letter of Transmittal and the Makewhole Agreement, including any required attachments thereto, to Equiniti Trust Company, LLC (the “Exchange Agent”), as more fully described in the Prospectus and the Letter of Transmittal. Such documentation may be sent to the Exchange Agent’s address set forth in the Prospectus and the Letter of Transmittal or submitted through the Exchange Offer’s online portal (the “Submission Portal”) at portal.sodali.com/VISA. A copy of the instruction letter regarding the use of the Submission Portal (the “Submission Portal Instruction Letter”) is filed herewith as Exhibit (a)(1)(C). In addition, Visa expects to host information sessions for Class B stockholders to address questions relating to the Exchange Offer. A form of the e-mail invitation to such information sessions (the “Information Session Invitation”) is filed herewith as Exhibit (a)(1)(D).
In connection with the Exchange Offer, Visa has filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, a registration statement on Form S-4 (Registration No. 333-294062) (as amended through the date hereof, the “Registration Statement”) to register the shares of Class B-3 common stock and Class C common stock offered in exchange for shares of Eligible Class B common stock tendered in the Exchange Offer, as well as the shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), into which the shares of Eligible Class B common stock and Class C common stock are convertible.
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As permitted by General Instruction F to Schedule TO, the information set forth in the Prospectus, the Letter of Transmittal, the Makewhole Agreement, the Submission Portal Instruction Letter and the Information Session Invitation, copies of which are filed herewith as Exhibits (a)(4), (a)(1)(A), (a)(1)(B), (a)(1)(C) and (a)(1)(D), respectively, is hereby expressly incorporated by reference in response to all the items of this Schedule TO, except as otherwise set forth below.
Item 1. Summary Term Sheet.
Summary Term Sheet. The information set forth in the sections of the Prospectus entitled “Questions and Answers About the Exchange Offer” and “Summary” is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address. The name of the issuer is Visa Inc. The principal executive offices of Visa are located at P.O. Box 8999, San Francisco, California 94128-8999. Its telephone number is (650) 432-3200.
(b) Securities. Shares of Eligible Class B common stock are the subject securities in the Exchange Offer. The information set forth in the section of the Prospectus entitled “Description of Capital Stock” is incorporated herein by reference.
(c) Trading Market and Price. There is no established public market for shares of Eligible Class B common stock.
Item 3. Identity and Background of Filing Person.
(a) Name and Address. The filing person and subject company is Visa. Reference is made to the information set forth under the headings “Summary—The Company” in the Prospectus, which is incorporated herein by reference.
Pursuant to General Instruction C to Schedule TO, the following persons are the directors and/or executive officers of Visa:
| Name |
Position | |
| Ryan McInerney | Chief Executive Officer and Director | |
| John F. Lundgren | Board Chair | |
| Lloyd A. Carney | Director | |
| Kermit R. Crawford | Director | |
| Francisco Javier Fernández-Carbajal | Director | |
| Teri L. List | Director | |
| Denise M. Morrison | Director | |
| Pamela Murphy | Director | |
| William Ready | Director | |
| Linda J. Rendle | Director | |
| Maynard G. Webb, Jr. | Director | |
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| Paul D. Fabara | Chief Risk and Client Services Officer | |
| Chris Suh | Chief Financial Officer | |
| Julie B. Rottenberg | General Counsel | |
| Rajat Taneja | President, Technology | |
| Kelly Mahon Tullier | Vice Chair, Chief People and Corporate Affairs Officer, and Corporate Secretary | |
The business address for all of the above directors and executive officers is c/o Visa Inc., P.O. Box 8999, San Francisco, California 94128-8999, and each person’s telephone number is (650) 432-3200.
There is neither any person controlling Visa nor any executive officer or director of any corporation or other person ultimately in control of Visa.
Item 4. Terms of the Transaction.
(a) Material Terms. The information set forth in the sections of the Prospectus entitled “Questions and Answers About the Exchange Offer,” “Summary,” “The Exchange Offer,” “Makewhole Agreement,” “Description of Capital Stock” and “Material U.S. Federal Income Tax Considerations” and the cover page of the Prospectus is incorporated herein by reference.
(b) Purchases. The Exchange Offer is open to all holders of outstanding shares of Eligible Class B common stock who validly tender (and did not validly withdraw) their shares in a jurisdiction where the Exchange Offer is permitted. Therefore, any officer, director or affiliate of Visa who is a holder of outstanding shares of Eligible Class B common stock may participate in the Exchange Offer on the same terms and conditions as all other Class B stockholders. As of the date hereof, after making reasonable inquiry, Visa is not aware of any officer, director or affiliate of Visa who is a holder of outstanding shares of Eligible Class B common stock.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Prospectus in the sections entitled “Description of Capital Stock” is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) Purposes. The information set forth in the sections of the Prospectus entitled “Questions and Answers About the Exchange Offer,” “Summary” and “The Exchange Offer—Reasons for the Exchange Offer” is incorporated herein by reference.
(b) Use of Securities Acquired. Shares of Eligible Class B common stock acquired in the Exchange Offer will be canceled.
(c) Plans. The information set forth in the sections of the Prospectus entitled “Questions and Answers About the Exchange Offer,” “Summary,” “The Exchange Offer” and “Description of Capital Stock” is incorporated herein by reference.
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Item 7. Source and Amount of Funds or Other Consideration.
(a) Source of Funds. The information set forth in the sections of the Prospectus entitled “Questions and Answers About the Exchange Offer,” “Summary” and “The Exchange Offer” is incorporated herein by reference.
(b) Conditions.
None.
(d) Borrowed Funds.
None.
Item 8. Interest in Securities of the Subject Company.
(a) Securities Ownership.
None.
(b) Securities Transactions.
None.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitations or Recommendations. The information set forth in the sections of the Prospectus entitled “Exchange Agent and Information Agent” and “The Exchange Offer—Fees and Expenses” is incorporated herein by reference.
Item 10. Financial Statements.
(a) Financial Information. The consolidated financial statements of Visa Inc. and subsidiaries as of September 30, 2025 and 2024, and for each of the years in the three-year period ended September 30, 2025 are incorporated herein by reference to Part II, Item 8 of Visa’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
The consolidated financial statements of Visa Inc. and subsidiaries as of and for the three-months ended December 31, 2025 and 2024 are incorporated herein by reference to Part I, Item 1 of Visa’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025.
This document incorporates by reference important business and financial information about Visa from documents filed with the SEC that have not been included in this document. This information is available at the website that the SEC maintains at www.sec.gov, as well as from other sources. See the section of the Prospectus entitled “Where You Can Find More Information; Incorporation of Certain Information by Reference” for more information.
(b) Pro Forma Information. Not applicable.
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Item 11. Additional Information.
(a) Agreements, Regulatory Requirements and Legal Proceedings.
(1) None.
(2) The information set forth in the Prospectus in the section entitled “The Exchange Offer—Conditions of the Exchange Offer” is incorporated herein by reference.
(3) Not applicable.
(4) Not applicable.
(5) None.
(c) Other Material Information. The information set forth in the Prospectus, the Letter of Transmittal, the Makewhole Agreement, the Submission Portal Instruction Letter and the Information Session Invitation is incorporated herein by reference.
Item 12. Exhibits.
| † | Filed herewith. |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| VISA INC. | ||||
| By: | /s/ Ryan McInerney | |||
| Name: | Ryan McInerney | |||
| Title: | Chief Executive Officer | |||
Dated: April 13, 2026
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Exhibit (a)(1)(A)
FORM OF
LETTER OF ELECTION AND TRANSMITTAL
TO
EXCHANGE SHARES OF CLASS [B-1] / [B-2] COMMON STOCK
OF
VISA INC.
CUSIP No. [92826C201] / [92826C771]
Pursuant to Prospectus Dated April 13, 2026
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON MAY 8, 2026 UNLESS THE EXCHANGE OFFER IS EXTENDED
The Exchange Agent for the Exchange Offer is:
Equiniti Trust Company, LLC
Voluntary Corporate Actions
1110 Centre Pointe Curve, Suite 101
Mendota Heights, Minnesota 55120
Delivery of this Letter of Election and Transmittal (this “Letter of Transmittal”) and the Makewhole Agreement (as described in the Prospectus) to an address other than as set forth above or through the Exchange Offer’s online portal at portal.sodali.com/VISA will not constitute a valid delivery to the Exchange Agent. You must sign this Letter of Transmittal in the appropriate space provided below. In addition, to validly tender Class [B-1] / [B-2] common stock in the Exchange Offer, the beneficial owner of such shares and its Parent Guarantors (as defined in the Makewhole Agreement) must also execute and deliver the Makewhole Agreement and the certificates appended thereto.
The instructions contained within this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.
| Issue Number: | Account Number: | Total Shares: |
IMPORTANT
PLEASE REVIEW AND CONFIRM YOUR ACCOUNT REGISTRATION INFORMATION AND SPECIFY BELOW THE NUMBER OF SHARES OF CLASS [B-1] / [B-2] COMMON STOCK YOU SEEK TO EXCHANGE IN THE EXCHANGE OFFER.
| BOX A - NUMBER OF BOOK ENTRY SHARES TO BE EXCHANGED (See Instructions 1 and 9) | ||||||
| Account Registration Information |
IMPORTANT
PLEASE CHECK THE BOX AND PROVIDE THE NUMBER OF SHARES OF CLASS [B-1] / [B-2] COMMON STOCK TO BE EXCHANGED. ☐ Check here to participate in the Exchange Offer and indicate the number of shares of Class [B-1] / [B-2] common stock of Visa Inc. to be exchanged into a combination of (i) shares of Class B-3 common stock of Visa Inc., (ii) shares of Class C common stock of Visa Inc. and (iii) where applicable, cash in lieu of fractional shares, in accordance with the terms and conditions of the Exchange Offer set forth in the prospectus dated April 13, 2026.
*Shares of Class [B-1] / [B-2] Common Stock to be Exchanged:
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*Unless otherwise indicated, all Shares represented and delivered to the Exchange Agent will be deemed to have been exchanged. See Instruction 3.
This Letter of Transmittal is to be used by stockholder’s shares held in book-entry form on the records of Equiniti Trust Company, LLC.
IMPORTANT
PLEASE SIGN AND COMPLETE THE FIELDS BELOW.
| Registered Holder Signature(s) |
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| Name of Registered Holder of Shares |
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| Capacity (Full Title) of Signator(y)(ies) |
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* Must be signed by the person(s) authorized to act on behalf of the registered holder(s) by documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 4.)
If the registered holder of the Shares delivering this Letter of Transmittal is not the beneficial owner of such Shares, please provide the full legal name of such beneficial owner and provide the name and title of the person authorized to execute the Makewhole Agreement on behalf of such beneficial owner of the Shares. (See Instruction 4.)
| Beneficial Owner: |
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| Name and Title of Authorized Signatory for Beneficial Owner: |
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SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the cash in lieu of any fractional shares is to be sent to someone other than the undersigned or to the undersigned at an address other than that shown under “Box A – Number of Book Entry Shares to be Exchanged.”
| Mail To (Name): |
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| Address (Including Zip Code): |
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TIME IS OF THE ESSENCE. IF YOU INTEND TO PARTICIPATE IN THE EXCHANGE OFFER, PLEASE COMPLETE AND RETURN THIS LETTER OF TRANSMITTAL, THE MAKEWHOLE AGREEMENT, INCLUDING THE CERTIFICATES APPENDED THERETO, AND ANY OTHER REQUIRED DOCUMENTS THAT ARE DESCRIBED HEREIN AS SOON AS POSSIBLE.
Ladies and Gentlemen:
The registered holder identified herein hereby elects to exchange, pursuant to the terms and conditions of the exchange offer (the “Exchange Offer”) set forth in that certain prospectus, dated April 13, 2026 (the “Prospectus”), the number of such holder’s shares (the “Shares”) of Class [B-1] / [B-2] common stock of Visa Inc. (“Visa”) indicated in this Letter of Transmittal, for a combination of shares of Class B-3 common stock, par value $0.0001 per share, of Visa, shares of Class C common stock, par value $0.0001 per share, of Visa, and, where applicable, cash in lieu of fractional shares, with any such fraction calculated to four decimal places pursuant to the formula set forth under the heading “The Exchange Offer—Terms of the Exchange Offer” in the Prospectus.
As a condition to participating in the Exchange Offer, the participating holder, together with its Parent Guarantors, must execute and deliver the Makewhole Agreement, including the certificates appended thereto.
If the registered holder of the Shares delivering this Letter of Transmittal is not the beneficial owner of such Shares, please refer to Instruction 4 set forth herein. The beneficial owner of the Shares must execute the Makewhole Agreement as the “Holder” party thereto together with its Parent Guarantors.
The registered holder hereby acknowledges receipt of the Prospectus and the Makewhole Agreement. If you fail to properly make an election, you will be deemed to have made no election and will not participate in the Exchange Offer.
Upon the terms and subject to the conditions of the Exchange Offer (and if the Exchange Offer is extended or amended, the terms of any such extension or amendment), and effective upon acceptance by Visa of the Shares exchanged herewith in accordance with the terms of the Exchange Offer, the registered holder hereby sells, assigns and transfers to or upon the order of all right, title and interest in and to all of the Shares that are being exchanged hereby, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after (collectively, “Distributions”) and irrevocably constitutes and appoints Equiniti Trust Company, LLC (the “Exchange Agent“) the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) transfer ownership of such Shares (and any and all Distributions) on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Visa, (ii) present such Shares (and any and all Distributions) for transfer on the books of Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Exchange Offer.
The registered holder hereby represents and warrants that the undersigned has full power and authority to tender, exchange, sell, assign and transfer the Shares exchanged hereby and all Distributions and that, when the same are accepted for exchange by Visa, Visa will acquire good, marketable and unencumbered title thereto and to all Distributions, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims.
The registered holder acknowledges that (a) all validly tendered shares of Class [B-1] / [B-2] common stock will be accepted, wherever the registered holder may be located; (b) Visa has not taken any action under the laws of any country outside the United States to qualify or otherwise facilitate a public offer to exchange Visa’s common stock in that country; (c) the registered holder’s participation in the Exchange Offer may depend on whether there is an exemption available under the laws of the registered holder’s home country that would permit the registered holder to participate in the Exchange Offer without the need for Visa to take any action to qualify or otherwise facilitate the Exchange Offer in that country or otherwise; (d) there may be restrictions that apply with respect to transactions in Visa’s common stock in the registered holder’s home country; and (e) Visa cannot provide any assurance about whether such restrictions exist.
The registered holder further acknowledges that Visa may contact the registered holder and/or the beneficial owner of the Shares, as applicable, to request documentation or other evidence reasonably satisfactory to Visa that the Makewhole Agreement was in fact properly completed and that the representations and warranties made by the registered holder or the beneficial owner of the Shares, as applicable, and its Parent Guarantors therein are
true and correct. The registered holder hereby agrees to promptly respond to any such request, or to convey any such request to the beneficial owner of the Shares so that it may promptly respond, with the requested evidence. The registered holder consents to the entry of stop-transfer instructions with respect to the Class B-3 common stock and Class C common stock issued as Exchange Consideration in the event Visa determines in its discretion that it has not received such supplemental documentation or such other evidence satisfactory to Visa.
The registered holder also understands that pending the completion of the Exchange Offer, the registered holder may not and shall not sell or otherwise transfer the Shares unless the Exchange Offer is terminated or the registered holder properly withdraws the Shares prior to the Expiration Date in compliance with the instructions included herein and in the Prospectus.
The registered holder will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or Visa to be necessary or desirable to complete the sale, assignment and transfer of the Shares exchanged hereby and all Distributions. In addition, the registered holder shall remit and transfer promptly to the Exchange Agent for the account of Visa all Distributions in respect of the Shares exchanged hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, Visa shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Shares exchanged hereby or deduct from such purchase price, the amount or value of such Distribution as determined by Visa in its sole discretion.
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the registered holder, and any obligation of the registered holder hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the registered holder. Except as stated in the Exchange Offer, this exchange is irrevocable.
The registered holder understands that the valid exchange of the Shares pursuant to any one of the procedures described in “The Exchange Offer—Procedures for Tendering Eligible Class B Common Stock” in the Prospectus and in the Instructions hereto will constitute a binding agreement between the registered holder and Visa upon the terms and subject to the conditions of the Exchange Offer (and if the Exchange Offer is extended or amended, the terms or conditions of any such extension or amendment). The registered holder recognizes that under certain circumstances set forth in the Prospectus, Visa may not be required to accept for exchange any of the Shares exchanged hereby.
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Requirements of Exchange. This Letter of Transmittal, properly completed and duly executed, and any other documents required by this Letter of Transmittal and the Prospectus, including the Makewhole Agreement and the officer’s certificate appended thereto, must be received by the Exchange Agent at the address on Page 1 prior to the Expiration Date.
The method of delivery of this Letter of Transmittal, the Makewhole Agreement, including the certificates appended thereto, and all other required documents is at the option and the risk of the exchanging stockholder and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
LETTERS OF TRANSMITTAL, MAKEWHOLE AGREEMENTS, INCLUDING THE CERTIFICATES APPENDED THERETO, AND ALL OTHER DOCUMENTS REQUIRED BY THIS LETTER OF TRANSMITTAL MUST BE RECEIVED IN THE OFFICE OF THE EXCHANGE AGENT BY ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE OF THE EXCHANGE OFFER.
No alternative, conditional or contingent exchanges will be accepted and no fractional Shares will be exchanged. All exchanging stockholders by execution of this Letter of Transmittal waive any right to receive any notice of the acceptance of their Shares for exchange.
2. Inadequate Space. If the space provided herein is inadequate, the number of Shares and any other required information should be listed on a separate signed schedule attached hereto.
3. Partial Exchanges. If fewer than all of the shares evidenced by any book-entry are to be exchanged, fill in the number of shares that are to be exchanged in Box A. Unless otherwise indicated, all shares represented by book-entry set forth above will be deemed to have been exchanged. In each case, shares will be credited without expense to the stockholder.
4. Signatures on Letter of Transmittal, Makewhole Agreement, Stock Powers and Endorsements. If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Visa of the authority of such person so to act must be submitted.
If the registered holder of the Shares delivering this Letter of Transmittal is not the beneficial owner of such Shares, please provide the full legal name of such beneficial owner and provide the name and title of the person authorized to execute the Makewhole Agreement on behalf of such beneficial owner of the Shares. The Makewhole Agreement, including the certificates appended thereto, must be executed and delivered by (i) the beneficial owner of the Shares as the “Holder” party thereto and (ii) such party’s Parent Guarantors.
5. Certain Tax Matters. Certain stockholders (including, for example, corporations, financial institutions, tax-exempt entities and IRA plans) are not subject to backup withholding. A foreign (“non-resident alien”) stockholder should submit an appropriate and properly completed IRS Form W-8, a copy of which may be obtained from the Exchange Agent, in order to avoid backup withholding. Consult General Instructions to Form W-9, which immediately follow the IRS Form W-9 available at www.irs.gov, for more instructions. We cannot accept a facsimile, photocopy or scanned image of a Form W-8BEN.
6. Requests for Assistance or Additional Copies. Questions and requests for assistance or additional copies of the Prospectus, this Letter of Transmittal, IRS Form W-8 and the Makewhole Agreement may be directed to the Information Agent at the addresses and phone numbers set forth below, or from brokers, dealers, commercial banks or trust companies.
7. Waiver of Conditions. Subject to the terms and conditions of the Exchange Offer, Visa reserves the right, in its sole discretion, to waive, at any time or from time to time, any of the specified conditions of the Exchange Offer, in whole or in part, in the case of any Shares exchanged.
8. Revocation or Change of Election. An election is irrevocable, except that Shares tendered in the Exchange Offer may be withdrawn at any time prior to the Expiration Date by sending written notice of revocation to the Exchange Agent at the address on the front of this Letter of Transmittal. Fax copies are not acceptable. After an effective withdrawal you may change your election by submitting to the Exchange Agent a completed replacement of this document and any other documents required by the Exchange Offer, including the Makewhole Agreement and the certificates appended thereto, for properly exchanging Shares prior to the Expiration Date.
9. Election Procedure. To properly complete the “Election” box you must indicate the number of Shares owned by you and the amount of shares you are electing to exchange and your name and address must be set forth in the column under the heading “Name(s) and Address(es) of Registered Holder(s)” and the number of Shares that you are exchanging must be stated in the column under the heading “Number of Shares Exchanged.”
IMPORTANT TAX INFORMATION
Certain stockholders (for example, corporations) are not subject to these backup withholding and reporting requirements. In order for a non-U.S. person to claim nonresident alien (or foreign) tax status and qualify for an exemption from backup withholding, such individual must submit an appropriate and properly completed IRS Form W-8, attesting to that individual’s foreign status. Normally, a foreign individual or corporation will provide a Form W-8BEN. Intermediary entities will provide a Form W-8IMY for the entity and a Form W-8BEN or Form W-9 for each beneficial owner along with a withholding statement. Such a Form W-8 may be obtained from the Exchange Agent. Exempt U.S. stockholders, other than foreign individuals (i.e., corporations, etc.), should furnish their TIN and sign, date and return the Form W-9 to the Exchange Agent.
If backup withholding applies, the Exchange Agent is required to withhold a percentage of any reportable payments made to the stockholder at the Withholding Rate. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service when completing a tax return for that applicable year, based on the withholding amount reported on the Form 1099.
What Number to Give the Exchange Agent
The stockholder is required to give the Exchange Agent the TIN (e.g., Social Security Number or Employer Identification Number) of the record holder of the Shares. If the Shares are in more than one name, or are not in the name of the actual owner, consult Part II of the General Instructions to Form W-9, which immediately follow the IRS Form W-9 available at www.irs.gov, on which number to report. Non-individual U.S. entities (such as an estate or partnership) will provide an Employer Identification Number.
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Questions and requests for assistance may be directed to the Information Agent at its address and telephone numbers set forth below. Requests for copies of the Prospectus, this Letter of Transmittal, the IRS Form W-8, the Makewhole Agreement and other Exchange Offer materials may also be directed to the Information Agent. A stockholder may also contact such stockholders’ broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.
The Information Agent for the Exchange Offer is:
Sodali & Co.
430 Park Avenue
14th Floor
New York, New York 10022
Banks and Brokers Call: (203) 658-9400
Stockholders Call Toll Free: (800) 662-5200
E-mail: VISA@investor.sodali.com
Exhibit (a)(1)(C)
Exhibit (a)(1)(C) PARTICIPATION INSTRUCTIONS VISA INC. CLASS B STOCK EXCHANGE OFFER C) MAKEWHOLE AGREEMENT – PARENT GUARANTOR VISA 1 PARTICIPATION INSTRUCTIONS VISA INC. CLASS B STOCK EXCHANGE OFFER A) LETTER OF TRANSMITTAL VISA
INDEX IMPORTANT INFORMATION 3 ACCESSING THE LETTER OF TRANSMITTAL 4 REVIEWING & COMPLETING THE LETTER OF TRANSMITTAL 6 SUBMITTING THE LETTER OF TRANSMITTAL 10 TRACKING YOUR SUBMISSIONS 11 ACCESSING THE MAKEWHOLE AGREEMENT 12 SENDING INVITATION TO THE MAKEWHOLE AGREEMENT 13 REVIEWING & COMPLETING THE MAKEWHOLE AGREEMENT 14 SUBMITTING THE MAKEWHOLE AGREEMENT 17
IMPORTANT INFORMATION Exchange Offer Overview Visa launched its first successive Exchange Offer for shares of its Class B-1 and B-2 common stock. Under the terms of the offer, holders of Class B-1 and Class B-2 common stock may exchange any and all of their outstanding shares of Class B common stock for a combination of Visa’s Class B-3 common stock, Visa’s Class C common stock and, where applicable, cash in lieu of fractional shares. To participate in the exchange offer, you must submit the required forms by one minute after 11:59 p.m., New York City time, on May 8, 2026, unless extended or earlier terminated by Visa. Settlement will be made promptly following the expiration date noted above. For more complete information regarding the Exchange Offer, including the risk factors that should be considered in connection with the Exchange Offer, please refer to the prospectus, which has been filed with the SEC and is available free of charge at www.sec.gov, Visa’s investor relations website at investor.visa.com, or by contacting Sodali & Co. at the details below. Visa Class B Exchange Offer Portal In the Visa Class B Exchange Offer Portal you can review, download, complete, and submit online all required documents to participate in the Exchange Offer, including • The Letter of Transmittal; • The Makewhole Agreement; • The Officer’s Certificate; and • Any other document required in connection with the submission. You can also track your submissions directly and monitor their status at every stage of the process. Visa Class B Exchange Offer Portal Access To access the Visa Class B Exchange Offer Portal, you will receive a personalized email sent to your email address that Equiniti Trust Company, LLC, Visa’s Transfer Agent and the Exchange Agent for the Exchange Offer (EQ) has on record. The email will include a secure link to the Portal where you can log in and follow the on-screen instructions to review, complete and submit your documents. Please ensure you check your inbox and junk mail folders to avoid missing this message. CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
ACCESSING THE LETTER OF TRANSMITTAL STEP 1 OF 3 for Please detailed refer steps to the to screenshot participate below in the of exchange the Visa Class offer .B Exchange Offer Portal landing page VISA VISA INC.—LETTER OF TRANSMITTAL PORTAL This is the Exchange Offer Portal for the submission of the Letter of Transmittal related to the Visa Inc. Exchange Offer for the shares of its Class B-1 and B-2 common stock (CUSIP numbers: 92826C201 and 92826C771). The deadline for submitting all relevant documents to participate in the Exchange Offer is one minute past 11:59 p.m. , NYC time, on May 8 2026 unless extended by Visa. Your Letter of Transmittal has been already pre-filled with your information on file with Equiniti, the transfer agent for Visa’s Class B common stock and is ready for your review and submission. If you wish to participate in the Exchange Offer and submit required documentation through the Exchange Offer Portal, please click “ EDIT” in the box at the bottom of this page to review, complete, sign , and submit your Letter of Transmittal. Once you have submitted the Letter of Transmittal, please proceed to (1) review, complete, sign and submit the Makewhole Agreement in accordance with the provided instructions or (2) invite the appropriate party to do so through the provided link. If you have submitted the Letter of If a different signatory is required to Transmittal and indicated that you will submit the Makewhole Agreement on act as the authorised sienatory for the behalf of holder, an “Invite to Complete the Holder’s Makewhole Agreement” Makewhole Agreement, a “Complete the button will be available on your Holder Makewhole Agreement “ button dashboard. Clicking this button will allow will be available on your dashboard. Clicking this button will direct you to the you to invite appropriate sienatory to dedicated Makewhole Agreement page. complete the submission. Tracking of Submissions: You can track the status of your submission directly from this dashboard. In particular, you will receive a confirmation once the Makewhole Agreement and related Officer’s Certificate (including related attachments) associated with this Letter of Transmittal, have been successfully submitted. You may download the Instructions on how to submit the Letter of Transmittal, the Makewhole Agreement and the Officer’s Certificate (including related attachments) from the Portal dashboard. You may also contact Sodali a Co, the Information Agent for the Exchange Offer, with any related questions relating to the use of this Portal. CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
ACCESSING THE LETTER OF TRANSMITTAL STEP 1 OF 3 Note record that with your EQLetter and is of ready Transmittal for your has review been and partially submission. pre-populated Click “EDIT” within your the details box below on to proceed. LETTER O F TRANSMITTAL SU BM ISSIO NS VSA2 Inv 1 Letter of Transmittal LOT- Draft Updated on LETTER OF TRANSMITTAL CODE, LOT- DRAFT UPDATED ON EDIT CONTINUE Click “EDIT” to view your Indicates the current status of A unique identifier for the pre-populated Letter of the submission. Letter of Transmittal, used to Transmittal, review the “DRAFT” means the submission track and reference the information, complete any has not yet been finalized or Exchange Offer participation. remaining fields, and submitted. submit. If attachment applicable, at you the can end also of your download submission the Form . W-9 from the dashboard and upload it as an ADDITIONAL DOCUMENTS FORM W-9 If you do not have a current IRS W-9 on file with EQ, the Transfer Agent, you may be subject to tax withholding. If you need to submit a Form W-9, you can download it from the Portal dashboard, fill the form in and attach it to your submission later in the procedure. A foreign (“non-resident alien”) stockholder should submit an appropriate and property completed IRS Form W-8, a copy of which may be obtained from EO, the Exchange Agent, in order to avoid backup withholding. Refer to the instructions included in the Letter of Transmittal for more information. Refer to page 10 of the instructions for further guidance on how to attach the Form W-9 to your submission. CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200 5
TRANSMITTAL REVIEWING & COMPLETING THE LETTER OF STEP 2 OF 3 Review Number, the Account pre-populated Number, Letter Total of Shares, Transmittal, and Name including and Address, the Class and of complete Shares, Issue any remaining required information. LETTER OF ELECT ION AND TRANSM ITTAL Class of Sha res • CUSIP No ‘ 0 B-1 0 92826C201 B-2 92826C771 Issue Number • Account Number • Total Shares • VSA2 xxxxxxx xxxxxxx Name * VSA2 lnv1 Address Line 1 • Address.Line 1 1. Confirm your participation in the Exchange Offer by checking the box below: Check f.ere to participate in the Exchange Offer and indicate the number of shares of common stock of Visa Inc. to be exchanged into a combination of{i) shares of Class B-3 common stock of Visa Inc., (ii) shares of Oass C oommon stock ofVisa Inc. and (iii) where applicable, cash in lietJ of fractional shares, in accordance with the terms and conditions of the !Exchange Offer set forth in the prospectus dated , 2026. ‘ in 2. Indicate the exchange the number . of your shares of Class B common stock that you wish to tender Shares of C lass B-1/B-2 Common Stock to be Exchanged: * 0 CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
TRANSMITTAL REVIEWING & COMPLETING THE LETTER OF STEP 2 OF 3 3 letter . Provide of transmittal the full name on its of behalf the Registered . Holder and the Title of the person executing the Name of Registered Holder of Shares • Capacity Crull Title) of Signator(y)Ges) • The signature of authorized person must match EQ’s records. If an authorized person needs to be updated, please complete the account information change form that can be obtained from EQ. 4 “Yes” . Only below if the and Registered proceed Holder to point of 5 the . If not Shares , continue is different to point from 6 .the Beneficial Owner, select Is the registered holder of the ~flares different from the berteficial owr,er? • G Yes No If the registered holder of the Shares delivering this Letter of Transmittal is not the beneficial owner of such Shares, please provide the full legal name of such beneficial owner and provide the name and title of the person authorized to execute the Makewhole Agreement on behalf of such beneficial owner of the Shares. The Makewhole Agreement, including the certificates appended thereto, must be executed and delivered by (i) the beneficial owner of the Shares as the “Holder” party thereto and (ii) such party’s Parent Guarantors. 5 Authorized . Provide the Signatory full name acting of the on Beneficial behalf of the Owner Beneficial , as well Owner as the . Name and Title of the Beneficial Owner • Name Authorized Signatory for Beneficial Owner • Title of Authorized Signatory for Beneficial Owner • CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
TRANSMITTAL REVIEWING & COMPLETING THE LETTER OF STEP 2 OF 3 6 undersigned, . Only if the cash select in “lieu Yes ” of below fractional and proceed shares should to point be 7 sent . If not, to a select party “ other No” and than continue the to point 8. Should the cash in lieu of fractional shares be sent to someone other than the undersigned or to a different address? • Yes No IQI To be completed ONLY if the cash in lieu of any fractional shares is to be sent to someone other than the undersigned or to the undersigned at an address other than that shown under “Shares of Class Common Stock to be Exchanged.” 7. Provide the full Name as well as the Address of the recipient including Zip Code. Mail To (Name): • G Address (Including Zip Code): • G 8 below . If you . If also you plan intend to submit to have the a third Makewhole party submit Agreement it on your yourself, behalf, please please check leave the the box box unchecked. Proceed to point 9. ·O 0 By did,i’III thi., you canlinn lhot y,:,u .... the Yl”“l”’”‘k sirmryfa.- the reci..m M.li:wholc ~and will &c ..mmitti1111 it in ..dotian to the letter of Transmittal 9 you . Once are satisfied you have with completed the information the form, provided, you may select save a “I draft have or read proceed and accepted with submission the . If Privacy Policy,” then click “Continue” to proceed to the review stage. 0 I have read and accept the PRIVACY POLICY SAVE AS DRAFT CONTINUE CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200 9 TRANSMITTAL REVIEWING & COMPLETING THE LETTER OF STEP 2 OF 3 Once you have clicked “Continue”, you can review the complete Letter of Transmittal. Follow the steps below: • Click “Edit” if you need to make any changes. • Click “Preview Letter of Transmittal” in the blue box to review the document. • Once all steps are completed, the “Continue” button will become available. PREVIEW LETTER OF TRANSMITTAL EDIT E+ii:iiii’ii *Please click on ‘Preview Letter of Transmittal’ in order to continue. CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200 9
SUBMITTING THE LETTER OF TRANSMITTAL STEP 3 OF 3 Now that you have reviewed the Letter of Transmittal, you will be prompted to sign it using one of the available methods below. Method 2 (e-signature) should be used as the preferred method whenever possible. Signature Method 1: Download and review the letter oflrarn:mittal in order to sign rt and upload the Executed version of die form. Signature Method 2: Review ,and sign the letter of Transmittal electronically. Note: By.selec.t1I1g “SigNtur:e Method 2” you ,wree, acknowledge and understand tfutyour signature provided be/o~ is your electronic si{:nature, .that you 1I1tend to sign -and be legally bound by the document being signed, and that such ek-ctronic signature shall have the Silffle lega7 force .md effect as a handwritten signature for all purposes. DOWNLOAD AND REVIEW THE LETTEROFTRANSMITTAl DOCUMENT OOWNLOAD Ll 111 ROf IRANSMIIIAl Method 1: If you prefer to sign manually, download the Letter SUBMISSION OPTIONS(CHOOSE ONE) of Transmittal in order to sign it and upload the executed 0 UPLOAD THE SIGNED LETTER OF TRANSMITTAL version of the form; or II No file chosen _. SUBMISSION METHOD 2: SIGN THE LETTER OF TRANSMITTAlONUNE You can save your M£nature foc future us.e 11eross 11II your submissions 11nd pr~ects. I SAI/ESIGN,\Tl.lAE I 51.gnobovethelme SAVE SIGNATURE CLEAR Method 2: If you prefer to sign electronically, choose the “Sign the Letter of Transmittal online” option and then click “Save Signature” UPLOAD FLIES SUBSTITUTE FROM W-9 II No6le uplmdffi You can upload pdf zip png jpg tiff jpeg l[yoo need to suM11t a Substitute Form W-9, you can download it from the Portal dashboard, (i.11 the forminandattachithere. I ADO MORE FILES (Ol’flONM,) I If you need to submit a Form W-9, you can download it from the Portal dashboard, complete the form and attach it here. You may refer to page 5 of the Instructions. STEP 3, SUBMIT AND COMPLETE SUBMIT TO COMPLETE TH E PROCEDURE After the executed Letter of Transmittal is uploaded or electronically signed, submit it by clicking on “SUBMIT TO COMPLETE THE PROCEDURE” CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200 10
TRACKING YOUR SUBMISSIONS You can track the status of your Letter of Transmittal, Makewhole Agreement, and related Officer’s Certificate directly in your Portal Dashboard. The Portal Dashboard will also confirm once the Makewhole Agreement(s) and Officer’s Certificate(s) associated with the Letter of Transmittal have been successfully submitted. You can download PDF copies of your submissions at any time by clicking “View Document”. MAKEWHOLE AGREEMENT SUBMISSIONS VSA2 lnv12 Letter of Transmittal: LOT-U525L VIEW DOCUMENT ffj:fffi\ltilMffiittl Holder Makewhole Agreement: MWA-TKUM D VIEW DOCUMENT fitl®flit¥1¢1ffitt1 The Officer Certificate has not yet been filled for this Makewho/e Agreement MAKEWHOLE AGREEMENT CODE, MWA-TKUMD [ fi•IW11M•·llii1ial1 ] UPDATED ON ~I VIEW DOCUMENT I I EDIT AGAIN I •this will undo the submission I Indicates the status of the submission. Status Description The user can save the submission as draft for future edit. Draft If the user has completed the submission, proceeded to the Partial signing step but did not sign. If the user completed, signed the form and successfully Submitted for review submitted it. After submission, the documents will be reviewed*. Under review If there is any issue with the submission, the Information Agent will send the form back via the Portal and ask the user to amend Sent Back for Modification the form according to the send-back message. Once the review is completed and no issues are identified, the Completed submission will be marked as completed. This indicates that the submitted document is in good order. This does not mean that Visa has accepted your shares of Class B common stock for exchange. Visa will announce the results of the Exchange Offer separately after its expiration date. *While under review, you will not be able to make any changes to your submission. If you need to request any amendments at this stage, please contact the Sodali & Co team, who will be able to assist you. CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
ACCESSING THE MAKEWHOLE AGREEMENT OPTION 1 Makewhole After submitting Agreement the Letter . Follow of Transmittal, the steps below: you will have two options to complete the Option 1: You will also complete the Makewhole Agreement the If you Makewhole checked the Agreement box in point yourself, 8 in the a “ Complete Letter of Transmittal, the Holder meaning Makewhole you Agreement will complete ” button Makewhole will be Agreement available on submission your dashboard page. . Clicking this button will take you directly to the LETTER OF TRANSMITTAL SUBMISSIO NS VSA2 Inv 1 Letter of Transmittal: LOT- VIEW DOCUMENT I Jiflffiffiiffilj./lj,/’ Updated o n ; LETTER OF TRANSMITTAL CODE, LOT- ii1 J:f Ml11illi·l·i·Jile11 UPDATED ON ~I VIEW DOCUMENT I I EDIT AGAIN I *this will undo the submi5sion For Option 1, click the button and refer to page 14 to review and complete the Makewhole Agreement. For Option 2, where another signatory will complete the Makewhole Agreement, please refer to page 13. CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200 CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200 SENDING AGREEMENT INVITATION TO THE MAKEWHOLE OPTION 2 Option 2: A third party will complete the Makewhole Agreement on your behalf If you left the box in Point 8 unchecked in the Letter of Transmittal, indicating that another signatory will submit the Makewhole Agreement on your behalf—an “Invite to Complete the Holder’s Makewhole Agreement” button will be available on your dashboard. Clicking this button allows you to invite appropriate signatory to complete the submission. LETTER OF TRANSMITTAL SUBMISSIONS VSA2 Inv 1 I l Letter of Transmittal: LOT- VIEW DOCUMENT lftitj;J;fl:· Ir j I Updoned on 1he Holder ,M.Uewholc AgTCcm cn.t h:is not y1:t been lillcd for this Lctkr ofT r. msm itml LE“TTER OF TRANSMITTA L CODEc LOT- SUBMITTED FOR REVI~ UPDATED ON I SHARE I I VlEWDOCLIMEHT a>n AGAIN •this wil undo tlv: s11’1miS,$iDn Invite to complete Makewhole Agreement X Email Confirm Email SHARE CLOSE Clicking this button will open a pop-up where you can enter the email address of the person who will complete the Makewhole Agreement on behalf of the Holder. Enter the third party’s email address carefully, as it will be used to send the invitation. You will be asked to enter and confirm the email. Once completed, click the blue “Share” button to send the invitation. CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
REVIEWING AGREEMENT & COMPLETING THE MAKEWHOLE STEP 1 OF 3 Review the pre-populated fields in the Makewhole Agreement and complete the additional information. 1. Confirm that you are acting as Holder. Please confirm if you are tilling in this form as an Holder or as a Parent Guarantor * 0 Holder Parent Guarantor 2. You must insert the email address of the appropriate officer who will receive the invitation link via email to complete and sign the Officer’s Certificate. Email of die Off.cer’s Certificate Signatory * 0 3. Please provide the Legal Name of the Holder, the Title, Address and any additional information required. IN WITNESS WHEREOF, each of the undersigned Parties has executed and delivered this Makewhole Agreement as of the Effective Date. This. name mint euctfy m.,tch t~name listed in the letter oflninsmittal unless the registered holder submittine the Letter ofTransmitt .-.1 is different than the beneficial owner of the- t.endered sh.v=. ~instructian 4 to the Letter ofTf“llllll5mitbL In rriy scen111ria, the Holder name must m.,tch exactly die name listed in the Dppliablc- cons.t~documents att.-.chc-d hereto Legal Name of Holder. • 0 Name:: Trtle:: • 0 Acldns.sfu-Notices:: • 0 Attention: • 0—· o CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
REVIEWING AGREEMENT & COMPLETING THE MAKEWHOLE STEP 2 OF 3 4 exchange . Review the in the pre Letter -populated of Transmittal Number. of Shares of Class B Common Stock tendered in the Number of shares of Class B-1/B-2 Common Stock tendered in Class B-X Exchange Offer: * 0 Guarantor 5. If the Makewhole , please confirm Agreement that by is being checking submitted the box by below the Holder . If you and select there this is box, no Parent proceed to point 7. If you do have any Parent Guarantors proceed to Point 6. 0 ~· By ched:ins this Eimo, the Holder h..diy ~n,s.e111ts and .....,..nts !hot it does NOT Ii- any Pattnt Guarant1m as of~E~Dote of !his Mal...d,,,le 6. If you have any Parent Guarantors, insert the Number of Parent Guarantors you have. Number of Parent Guarantors * 0 A separate Officer’s Certificate must be provided for the Holder and for each Parent Guarantor. proceed 7. Once you with have the finished submission completing . If you are the satisfied form, you with will the have information the option provided, to save please a draft or review select “I stage have. read and accepted the Privacy Policy,” then click “Continue” to proceed to the 0 I have read and accept t he PRIVACY POLICY SAVE AS DRAFT CONTINUE CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
REVIEWING THE MAKEWHOLE AGREEMENT STEP 2 OF 3 Once you have clicked “Continue”, you can review the complete Makewhole Agreement. Please follow the steps below: • Click “Edit” if you need to make any changes. • Click “Preview Makewhole Agreement” in the blue box to review the document. • Once all steps are completed, the “Continue” button will become available. PREVIEW MAKEWHOLE AGREEMENT EDIT i·ii:iii\iii *Please click on ‘Preview Makewhole Agreement’ in order to continue, CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
SUBMITTING THE MAKEWHOLE AGREEMENT STEP 3 OF 3 Now that you have reviewed the Makewhole Agreement, you will be prompted to sign it using one of the available methods below. Please choose your preferred option. Method 2 (e-signature) should be used as the preferred method whenever possible Signature Method 1: Download and r-eview the Makewhole Agreement in or-det- to sign it and upload the Executed version of the fom:t. Signatur-e Method 2: Review and sign the Mal:.ewf’lole Agf’eement electronically. Note: By .selecting -Signature Method 2• you “agree, acknowledge and understand that your signature prowded “below ;s your electronic si.gnatare, that you inte(ld to sign and be legally bound by the document being sicned. and that such electronic signature shall have tbe same legal force and effect ;rs a handwritten signature for ,:1/1 purposes.. Method 1: If you prefer to sign OOWNLOAD MA.(fWHOL F AGAH MFNT FOAM manually, download the Makewhole Agreement in order DOWNLOADE AND REVIEW THE MAKEWHOLE AGREEMENT FROM DOCUMENT SUBMISSION OPTIONS {CHOOSE ONE) to sign it and upload the executed version of the form; • UPLOAD THE SIGNED MAKEWHOLE AGAEEMENT l’ORM or II N061 .. chOSN1 0 SUBMISSION METH002, SIGN THEMA.ll(EWHOLE AGAEEMENT FOOMONUNE You can -y<><J< “Bnature for future uoe ac ron all your ,ubmin,on, and pr~Kh. Method 2: If you prefer to sign electronically, choose “Sign the Makewhole Agreement online” option and then click “Save Signature” Signa~theline After the executed Makewhole STEP 3, SUBMIT AND COMPLETE Agreement is uploaded or electronically signed, submit by SUBMIT TO COMPLETE THE PROCEDURE clicking on “SUBMIT TO COMPLETE THE PROCEDURE” CONTACTS Company Exchange Agent Information Agent Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa Inc Equiniti Trust Company, LLC Sodali & Co Visa@equiniti.com visa@investor.sodali.com Visa@equiniti.com. visa@investor.sodali.com (866) 456-9417 (800) 662-5200
SENDING GUARANTOR INVITATION MAKEWHOLE TO THE AGREEMENT PARENT A Parent Guarantor will complete the Makewhole Agreement After submitting the Holder Makewhole Agreement and you have indicated that there will be Parent Guarantors, a “Invite Parent Guarantor to Complete Makewhole Agreement” button will be available on your dashboard. Clicking this button allows you to invite the Parent Guarantor to complete the submission. This button can be use as many times as required. VSA2 Inv 2 Lette, of Transmittal: LOT i P.artfal Upc:1.>trd on Holder Makewhole Agreement : MWA-: I Vl~OOCUMENT @tfu!Hl:•I: j p UpdatMl on Thi! O/liccr UctiliGJt.c h:is notyet been lil/cd far this Malcl:‘wbalc Agreement Z. PG Makewhole Agreements are still missing Invited , xxxxxxx@ xxxx,com on Apr 7th at 1:37 pm MAKEWHOLE AGREEMENT CODE, MWA f~ij:I UujtJ·• t/511! j UPOATEDON ~VIEW DOCUMENJ EDIT .A.GAIN “this; will u rKlc tAe submillion Clicking this button will open a pop-up where you Invite to complete Makewhole Agreement can enter the email address of the person who will X complete the Makewhole Agreement on behalf of Email the Parent Guarantor. Confirm Email SHARE CLOSE Enter the third party’s email address carefully, as it will be used to send the invitation. You will be asked to enter and confirm the email. Once completed, click the blue “Share” button to send the invitation. If you are submitting the Parent Guarantor Makewhole Agreement yourself, please follow the same process used to invite a third party. Enter your own email address, and you will receive the invitation directly to proceed. CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
Email: visa@investor.sodali.com Contact Center: (800) 662-5200 NEW YORK STAMFORD TORONTO DUBLIN FRANKFURT LONDON MADRID PARIS ROME HONG KONG MANILA MELBOURNE PERTH SEOUL SYDNEYTOKYO BUENOS AIRES SAO PAULO
PARTICIPATION INSTRUCTIONS VISA INC. CLASS B STOCK EXCHANGE OFFER B) MAKEWHOLE AGREEMENT—HOLDER VISA
INDEX IMPORTANT INFORMATION 3 ACCESSING THE MAKEWHOLE AGREEMENT 4 REVIEWING & COMPLETING THE MAKEWHOLE AGREEMENT 5 SUBMITTING THE MAKEWHOLE AGREEMENT 7 TRACKING YOUR SUBMISSIONS 8
IMPORTANT INFORMATION Exchange Offer Overview Visa launched its first successive Exchange Offer for shares of its Class B-1 and B-2 common stock. Under the terms of the offer, holders of Class B-1 and Class B-2 common stock may exchange any and all of their outstanding shares of Class B common stock for a combination of Visa’s Class B-3 common stock, Visa’s Class C common stock and, where applicable, cash in lieu of fractional shares. To participate in the exchange offer, you must submit the required forms by one minute after 11:59 p.m., New York City time, on May 8, 2026, unless extended or earlier terminated by Visa. Settlement will be made promptly following the expiration date noted above. For more complete information regarding the Exchange Offer, including the risk factors that should be considered in connection with the Exchange Offer, please refer to the prospectus, which has been filed with the SEC and is available free of charge at www.sec.gov, Visa’s investor relations website at investor.visa.com, or by contacting Sodali & Co. at the details below. Visa Class B Exchange Offer Portal In the Visa Class B Exchange Offer Portal, you can review, download, complete, and submit online all required documents to participate in the Exchange Offer, including • The Letter of Transmittal; • The Makewhole Agreement; • The Officer’s Certificate; and • Any other document required in connection with the submission. You can also track your submissions directly and monitor their status at every stage of the process. Visa Class B Exchange Offer Portal Access To access the Visa Class B Exchange Offer Portal, you will receive a personalized email sent to your email address that Equiniti Trust Company, LLC, Visa’s Transfer Agent and the Exchange Agent for the Exchange Offer (EQ) has on record. The email will include a secure link to the Portal where you can log in and follow the on-screen instructions to review, complete and submit your documents. Please ensure you check your inbox and junk mail folders to avoid missing this message. CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
ACCESSING THE MAKEWHOLE AGREEMENT STEP 1 OF 3 Another signatory will complete the Makewhole Agreement on behalf of the Holder submitting the Letter of Transmittal and will receive an invitation link via email. Please refer to the email below: Sir/Madam You are receiving this notification in connection with the Vasa Inc. Exchange Offer-. Scx:lali & Co is the Information Agent fo.- this Oifa_ You have been irwited to oom,plete the Mak.ewhole Agreement associated with the Letter of Transmittal (LOT-SNLVZ) submitted by Jack Black (ia,ck.@bladc.com) Please dick the link to access the Vtsa Portal and compl~te the required form. [ Ffa§HI l If yoo do not yet hav.e an account. yoo will be able to register by dicking · c reate an account· and then proceed wtth the submission. For adcitiona guidance on how to complete the Make-nhole Agreement. please refer to the instructions Wthin the Visa Portal. The Exchange otter will expire at one mi..rte past 11:59 p.m., NYC time. on May 8. 2025 unless extended by Visa. If you have anyquestiom or need assista~ do not hesitate to contact us by calling Lfi at the applicable phone number below or by replying to this email. Kind regards. MA KEWH O LE AGREEMENT SUBMISSIO NS VSA2 lnv12 Letter of Transmittal: LOT- VIEW DOCUMENT (ibffiiti11M!ffitti Updated on Holder Makewhole Agreement: MWA-· VIEW DOCUMENT f-Mttfli0f¥1Mlfti@ Updated on The O.iicer Certificate has not yet been filled for this Makewhole Agreement MAKEWHOLE AGREEMENT CODE, MWA- ii1MtJi¦1i·i#·lliMIMi U DATEDON ~I VIEW DOCUMENT I I EDIT AGAIN I this will undo the submission Indicates the current status A unique identifier for the Click “EDIT” to view your of the submission Makewhole Agreement. pre-populated Makewhole “SUBMITTED FOR REVIEW”. Agremeent, review the information, complete any required fields, and submit. CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
REVIEWING AGREEMENT & COMPLETING THE MAKEWHOLE STEP 1 OF 3 Review the pre-populated fields in the Makewhole Agreement and complete the additional information. 1. Confirm that you are acting as Holder. Please confirm if you are filling in this form as an Holder or as a Parent Guarantor * 0 Hold« Parent Guarantor 2. You must insert the email address of the appropriate officer who will receive the invitation link via email to complete and sign the Officer’s Certificate. Email of die Off.cer’s Certificate Signatory * 0 The Officer’s Certificate Signatory must be a different signatory from the person signing the Makewhole Agreement. 3. Please provide the Legal Name of the Holder, the Title, Address and any additional information required. IN WITNESS WHEREOF, each of the undersigned Parties has executed and delivered this Makewhole Agreement as of the Effective Date. This.name mmt ~matchtM-name listed in ~letter ofTn1nsmitt111I unlenlhe r~~erHho&der S1.1bnvtbn,g the LetterofTninHTiitt.al is d~11.... the beneficial owner-of the- tender-eel shares. Sec instructian 4 to tlW! Lett:cr-ofTransmrtbL In riy scenario, the Holder name mmtmatch cx11ctlythe-namc lirtcd iin the ;spplic.11blc cons.titutft’c documents tittac:hcd h~o Legal Name of Holder. • G N.wnc: • 0 Titlc: • 0 Adckes.s fof’ Notxcs: • 0 Attention: Email: CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
REVIEWING AGREEMENT & COMPLETING THE MAKEWHOLE STEP 2 OF 3 4 exchange . Review the in the pre Letter -populated of Transmittal Number. of Shares of Class B Common Stock tendered in the Number of shares of Class B-1/B-2 Common Stock tendered in Class B-X Exchange Offer: * 0 5 Guarantor . If the Makewhole , please confirm Agreement by checking is being the submitted box below by the . If you Holder select and this there box, is proceed no Parent to point 7. If you do have any Parent Guarantors proceed to Point 6. 0 ~· By ched:ins this Eimo, the Holder h..diy ~n,s.e111ts and .....,..nts !hot it does NOT Ii- any Pattnt Guarant1m as of~E~Dote of !his Mal...d,,,le 6. If you have any Parent Guarantors, insert the Number of Parent Guarantors you have. Number of Parent Guarantors * 0 A separate Officer’s Certificate must be provided for the Holder and for each Parent Guarantor. 7 proceed . Once you with have the finished submission completing . If you are the satisfied form, you with will the have information the option provided, to save please a draft or select review “I stage have. read and accepted the Privacy Policy,” then click “Continue” to proceed to the 0 I have read and accept t he PRIVACY POLICY SAVE AS DRAFT CONTINUE CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
REVIEWING THE MAKEWHOLE AGREEMENT STEP 2 OF 3 Once you have clicked “Continue”, you can review the complete Makewhole Agreement. Please follow the steps below: • Click “Edit” if you need to make any changes. • Click “Preview Makewhole Agreement” in the blue box to review the document. • Once all steps are completed, the “Continue” button will become available. PREVIEW MAKEWHOLE AGREEMENT EDIT i·ii:iii\iii *Please click on ‘Preview Makewhole Agreement’ in order to continue, CONTACTS Company Exchange Agent Information Agent Visa Inc EQ Shareowner Services Sodali & Co Visa@equiniti.com. visa@investor.sodali.com (866) 456-9417 (800) 662-5200
TRACKING YOUR SUBMISSIONS You can track the status of your Letter of Transmittal, Makewhole Agreement, and related Officer’s Certificate directly in your Portal Dashboard. The Portal Dashboard will also confirm once the Makewhole Agreement(s) and Officer’s Certificate(s) associated with the Letter of Transmittal have been successfully submitted. You can download PDF copies of your submissions at any time by clicking “View Document”. MAKEWHOLE AGREEMENT SUBMISSIONS VSA2 lnv12 Letter of Transmittal: LOT-U525L VIEW DOCUMENT ffj:fffi\ltilMffiittl Holder Makewhole Agreement: MWA-TKUM D VIEW DOCUMENT fitl®flit¥1¢1ffitt1 The Officer Certificate has not yet been filled for this Makewho/e Agreement MAKEWHOLE AGREEMENT CODE, MWA-TKUMD [ fi•IW11M•·llii1ial1 ] UPDATED ON ~I VIEW DOCUMENT I I EDIT AGAIN I •this will undo the submission I Indicates the status of the submission. Status Description The user can save the submission as draft for future edit. Draft If the user has completed the submission, proceeded to the Partial signing step but did not sign. If the user completed, signed the form and successfully Submitted for review submitted it. After submission, the documents will be reviewed*. Under review If there is any issue with the submission, the Information Agent will send the form back via the Portal and ask the user to amend Sent Back for Modification the form according to the send-back message. Once the review is completed and no issues are identified, the Completed submission will be marked as completed. This indicates that the submitted document is in good order. This does not mean that Visa has accepted your shares of Class B common stock for exchange. Visa will announce the results of the Exchange Offer separately after its expiration date. *While under review, you will not be able to make any changes to your submission. If you need to request any amendments at this stage, please contact the Sodali & Co team, who will be able to assist you. CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
TRACKING YOUR SUBMISSIONS You can track the status of your Letter of Transmittal, Makewhole Agreement, and related Officer’s Certificate directly in your Portal Dashboard. The Portal Dashboard will also confirm once the Makewhole Agreement(s) and Officer’s Certificate(s) associated with the Letter of Transmittal have been successfully submitted. You can download PDF copies of your submissions at any time by clicking “View Document”. MAKEWHOLE AGREEMENT SUBMISSIONS VSA2 lnv12 Letter of Transmittal: LOT-U525L VIEW DOCUMENT ffj:fffi\ltilMffiittl Holder Makewhole Agreement: MWA-TKUM D VIEW DOCUMENT fitl®flit¥1¢1ffitt1 The Officer Certificate has not yet been filled for this Makewho/e Agreement MAKEWHOLE AGREEMENT CODE, MWA-TKUMD [ fi•IW11M•·llii1ial1 ] UPDATED ON ~I VIEW DOCUMENT I I EDIT AGAIN I •this will undo the submission I Indicates the status of the submission. Status Description The user can save the submission as draft for future edit. Draft If the user has completed the submission, proceeded to the Partial signing step but did not sign. If the user completed, signed the form and successfully Submitted for review submitted it. After submission, the documents will be reviewed*. Under review If there is any issue with the submission, the Information Agent will send the form back via the Portal and ask the user to amend Sent Back for Modification the form according to the send-back message. Once the review is completed and no issues are identified, the Completed submission will be marked as completed. This indicates that the submitted document is in good order. This does not mean that Visa has accepted your shares of Class B common stock for exchange. Visa will announce the results of the Exchange Offer separately after its expiration date. *While under review, you will not be able to make any changes to your submission. If you need to request any amendments at this stage, please contact the Sodali & Co team, who will be able to assist you. CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
Email: visa@investor.sodali.com Contact Center: (800) 662-5200 DUBLIN FRANKFURT LONDON MADRID PARIS ROME NEW YORK STAMFORD TORONTO HONG KONG MANLIA MELBOURNE SEOUL SYDNEY TOKYO BUENOS AIRES SAO PAULO
PARTICIPATION INSTRUCTIONS VISA INC. CLASS B STOCK EXCHANGE OFFER C) MAKEWHOLE AGREEMENT – PARENT GUARANTOR VISA 1
PARTICIPATION INSTRUCTIONS VISA INC. CLASS B STOCK EXCHANGE OFFER C) MAKEWHOLE AGREEMENT – PARENT GUARANTOR VISA 1
INDEX IMPORTANT INFORMATION 3 ACCESSING THE MAKEWHOLE AGREEMENT 4 REVIEWING & COMPLETING THE MAKEWHOLE AGREEMENT 5 SUBMITTING THE MAKEWHOLE AGREEMENT 7 TRACKING YOUR SUBMISSIONS 8
IMPORTANT INFORMATION Exchange Offer Overview Visa launched its first successive Exchange Offer for shares of its Class B-1 and B-2 common stock. Under the terms of the offer, holders of Class B-1 and Class B-2 common stock may exchange any and all of their outstanding shares of Class B common stock for a combination of Visa’s Class B-3 common stock, Visa’s Class C common stock and, where applicable, cash in lieu of fractional shares. To participate in the exchange offer, you must submit the required forms by one minute after 11:59 p.m., New York City time, on May 8, 2026, unless extended or earlier terminated by Visa. Settlement will be made promptly following the expiration date noted above. For more complete information regarding the Exchange Offer, including the risk factors that should be considered in connection with the Exchange Offer, please refer to the prospectus, which has been filed with the SEC and is available free of charge at www.sec.gov, Visa’s investor relations website at investor.visa.com, or by contacting Sodali & Co. at the details below. Visa Class B Exchange Offer Portal In the Visa Class B Exchange Offer Portal, you can review, download, complete, and submit online all required documents to participate in the Exchange Offer, including • The Letter of Transmittal; • The Makewhole Agreement; • The Officer’s Certificate; and • Any other document required in connection with the submission. You can also track your submissions directly and monitor their status at every stage of the process. Visa Class B Exchange Offer Portal Access To access the Visa Class B Exchange Offer Portal, you will receive a personalized email sent to your email address that Equiniti Trust Company, LLC, Visa’s Transfer Agent and the Exchange Agent for the Exchange Offer (EQ) has on record. The email will include a secure link to the Portal where you can log in and follow the on-screen instructions to review, complete and submit your documents. Please ensure you check your inbox and junk mail folders to avoid missing this message. CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
ACCESSING THE MAKEWHOLE AGREEMENT STEP 1 OF 3 If another signatory will complete the Makewhole Agreement on behalf of the Holder submitting the Letter of Transmittal, they will receive an invitation link via email. Please refer to the email below: Sir/Madam You are receiving this notification in connection with the Vasa Inc. Exchange Offer-. Scx:lali & Co is the Information Agent fo.- this Oifa_ You have been irwited to oom,plete the Mak.ewhole Agreement associated with the Letter of Transmittal (LOT-SNLVZ) submitted by Jack Black (ia,ck.@bladc.com) Please dick the link to access the Vtsa Portal and compl~te the required form. [ Ffa§HI l If yoo do not yet have an account. yoo will be able to register by dicking · c reate an account· and then proceed wtth the submission. For adcitiona guidance on how to complete the Make-nhole Agreement. please refer to the instructions Wthin the Visa Portal. The Exchange otter will expire at one mi rte past 11:59 p.m., NYC time. on May 8. 2025 unless extended by Visa. If you have anyquestiom or need assista~ do not hesitate to contact us by calling Lfi at the applicable phone number below or by replying to this email. Kind regards. MA KEWH O LE AGREEMENT SUBMISSIO NS VSA2 lnv12 Letter of Transmittal: LOT- VIEW DOCUMENT (ibffiiti11M!ffitti Updated on Holder Makewhole Agreement: MWA-· VIEW DOCUMENT f-Mttfli0f¥1Mlfti@ Updated on The O.iicer Certificate has not yet been filled for this Makewhole Agreement MAKEWHOLE AGREEMENT CODE, MWA- ii1MtJi¦1i·i#·lliMIMi UP ATEOON ~I VIEW DOCUMENT I I EDIT AGAIN I this will undo the submission Indicates the current status A unique identifier for the Click “EDIT” to view your of the submission Makewhole Agreement. pre-populated Makewhole “SUBMITTED FOR REVIEW”. Agremeent, review the information, complete any required fields, and submit. CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
REVIEWING AGREEMENT & COMPLETING THE MAKEWHOLE STEP 1 OF 3 Review the pre-populated fields in the Makewhole Agreement and complete the additional information. 1. Confirm if you are acting as Parent Guarantor. Please confirm if you are filling in this fonn as an Holder Of” as a Parent Guarantor- • Holder 0 Pan!flt Guarantor 2. You must insert the email address of the appropriate officer who will receive the invitation link via email to complete and sign the Officer’s Certificate. Email of die Off.cer’s Certificate Signatory • 0 The Officer’s Certificate Signatory must be a different signatory from the person signing the Makewhole Agreement. 3. Please provide the Legal Name of the Parent Guarantor, the Title, Address and any additional information required. IN W ITNESS WHEREOF, each of the undersigned Parties has executed and delivered this Makewhole Agreement as of the Effective Date Legal Name of Parent Guarantor. • 0 Name: • 0 lltle: • 0 Address for Notices: • 0 Attention: • Email: • 0 CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
REVIEWING AGREEMENT & COMPLETING THE MAKEWHOLE STEP 2 OF 3 4. proceed Once you with have the submission. finished completing If you are the satisfied form, you with will the have information the option provided, to save please a draft or select review “I stage. have read and accepted the Privacy Policy,” then click “Continue” to proceed to the 0 I have read and accept t he PRIVACY POLICY SAVE AS DRAFT CONTINUE A separate Officer’s Certificate must be provided for the Holder and for each Parent Guarantor. Once you have clicked “Continue”, you can review the complete Makewhole Agreement. Please follow the steps below: • Click “Edit” if you need to make any changes. • Click “Preview Makewhole Agreement” in the blue box to review the document. • Once all steps are completed, the “Continue” button will become available. PREVIEW MAKEWHOLE AGREEMENT EDIT E+ii:Mi·ii ‘Please click on ‘Preview Makewhole Agreement’ in order to continue. CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200 6
SUBMITTING THE MAKEWHOLE AGREEMENT STEP 3 OF 3 Now that you have reviewed the Makewhole Agreement, you will be prompted to sign it using one of the available methods below. Method 2 (e-signature) should be used as the preferred method whenever possible. Signature Method 1: Download and r-eview the Makewhole Agreement in or-det- to sign it and upload the Executed version of the fom:t. Signatur-e Method 2: Review and sign the Mal:.ewf’lole Agf’eement electronically. Note: By .selecting -Signature Method 2• you “agree, acknowledge and understand that your signature prowded “below ;s your electronic si.gnatare, that you inte(ld to sign and be legally bound by the document being s.rcned. and that such electronic signature shall have tbe same legal force and effect ;rs a handwritten signature for ,:1/1 purposes DOWNLOADE AND REVIEW THE MAKEWHOLE AGREEMENT FORM DOCUMENT (X)WNlOAJ) MAKCWHOI r A(,IHCMCNT HmM SUBMISSION OPTIONS {CHOOSE ONEJ • UPLOAD THE SIGNED MAKEWHOLE AGREEMENT rORM II Nofil~choun 0 SUBMISSION MErn002: SIGN THE MAKEWHOLE AGREEMENT rQRMONUNE YOtJ can...,.. your ‘lignatur~ for futur~ uw acrou all your ,ubrninion1 and pr~Kl1. Sign above the line STEP 3, SUBMIT AND COMPLETE SUBMIT TO COMPLETE THE PROCEDURE Method 1: If you prefer to sign manually, download the Makewhole Agreement in order to sign it and upload the executed version of the form; or Method 2: If you prefer to sign electronically, choose “Sign the Makewhole Agreement online” option and then click “Save Signature” After the executed Makewhole Agreement is uploaded or electronically signed, submit by clicking on “SUBMIT TO COMPLETE THE PROCEDURE” CONTACTS Company Exchange Agent Information Agent Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa Inc Equiniti Trust Company, LLC Sodali & Co Visa@equiniti.com visa@investor.sodali.com Visa@equiniti.com. visa@investor.sodali.com (866) 456-9417 (800) 662-5200
TRACKING YOUR SUBMISSIONS You can track the status of your Letter of Transmittal, Makewhole Agreement, and related Officer’s Certificate directly in your Portal Dashboard. The Portal Dashboard will also confirm once the Makewhole Agreement(s) and Officer’s Certificate(s) associated with the Letter of Transmittal have been successfully submitted. You can download PDF copies of your submissions at any time by clicking “View Document”. MAKEWHOLE AGREEMENT SUBMISSIONS VSA2 lnv12 Letter of Transmittal: LOT-U525L VIEW DOCUMENT ffj:fffi\ltilMffiittl Holder Makewhole Agreement: MWA-TKUM D VIEW DOCUMENT fitl®flit¥1¢1ffitt1 The Officer Certificate has not yet been filled for this Makewho/e Agreement MAKEWHOLE AGREEMENT CODE, MWA-TKUMD [ fi•IW11M•·llii1ial1 ] UPDATED ON ~I VIEW DOCUMENT I I EDIT AGAIN I •this will undo the submission I Indicates the status of the submission. Status Description The user can save the submission as draft for future edit. Draft If the user has completed the submission, proceeded to the Partial signing step but did not sign. If the user completed, signed the form and successfully Submitted for review submitted it. After submission, the documents will be reviewed*. Under review If there is any issue with the submission, the Information Agent will send the form back via the Portal and ask the user to amend Sent Back for Modification the form according to the send-back message. Once the review is completed and no issues are identified, the Completed submission will be marked as completed. This indicates that the submitted document is in good order. This does not mean that Visa has accepted your shares of Class B common stock for exchange. Visa will announce the results of the Exchange Offer separately after its expiration date. *While under review, you will not be able to make any changes to your submission. If you need to request any amendments at this stage, please contact the Sodali & Co team, who will be able to assist you. CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
Email: visa@investor.sodali.com Contact Center: (800) 662-5200 DUBLIN FRANKFURT LONDON MADRID PARIS ROME NEW YORK STAMFORD TORONTO HONG KONG MANLIA MELBOURNE PERTH SEOUL SYDNEY TOKYO BUENOS AIRES SAO PAULO
PARTICIPATION INSTRUCTIONS VISA INC. CLASS B STOCK EXCHANGE OFFER D) OFFICER’S CERTIFICATE VISA
INDEX IMPORTANT INFORMATION 3 ACCESSING THE OFFICER’S CERTIFICATE 4 REVIEWING & COMPLETING OFFICER’S CERTIFICATE 5 SUBMITTING OFFICER’S CERTIFICATE 7 TRACKING YOUR SUBMISSIONS 8
IMPORTANT INFORMATION Exchange Offer Overview Visa launched its first successive Exchange Offer for shares of its Class B-1 and B-2 common stock. Under the terms of the offer, holders of Class B-1 and Class B-2 common stock may exchange any and all of their outstanding shares of Class B common stock for a combination of Visa’s Class B-3 common stock, Visa’s Class C common stock and, where applicable, cash in lieu of fractional shares. To participate in the exchange offer, you must submit the required forms by one minute after 11:59 p.m., New York City time, on May 8, 2026, unless extended or earlier terminated by Visa. Settlement will be made promptly following the expiration date noted above. For more complete information regarding the Exchange Offer, including the risk factors that should be considered in connection with the Exchange Offer, please refer to the prospectus, which has been filed with the SEC and is available free of charge at www.sec.gov, Visa’s investor relations website at investor.visa.com, or by contacting Sodali & Co. at the details below. Visa Class B Exchange Offer Portal In the Visa Class B Exchange Offer Portal, you can review, download, complete, and submit online all required documents to participate in the Exchange Offer, including • The Letter of Transmittal; • The Makewhole Agreement; • The Officer’s Certificate; and • Any other document required in connection with the submission. You can also track your submissions directly and monitor their status at every stage of the process. Visa Class B Exchange Offer Portal Access To access the Visa Class B Exchange Offer Portal, you will receive a personalized email sent to your email address that Equiniti Trust Company, LLC, Visa’s Transfer Agent and the Exchange Agent for the Exchange Offer (EQ) has on record. The email will include a secure link to the Portal where you can log in and follow the on-screen instructions to review, complete and submit your documents. Please ensure you check your inbox and junk mail folders to avoid missing this message. CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
ACCESSING THE OFFICER’S CERTIFICATE STEP 1 OF 3 Once the Makewhole Agreement has been submitted, the signatory of the Officer’s Certificate will receive an invitation link via email. Please follow the steps below: • Use the link provided in the email to access the Portal. • Log in or register for an account, if required. • Click “Submit the Officer’s Certificate” to complete the submission. Portal I Sodali&Co Hi You are receiving this automated notification in connection with the Visa Inc. Exchange Offer, as you have been invited to complete the Officer’s Certificate. We see that you do not yet have a login to the Portal. Please register using the button below. Then you can proceed with completing the required form. Click here if you don’t Create Portal Account have an account in Portal and you need Click here if you have to register an account in Portal and you can proceed Complete Officer’s Cert1f1cate with completing Officer’s Certificate Thanks, Portal I Sodali 026 S01 &1 All ngh•s reserv1 ‘1. OFFICER’S CERTIFICATE SU BMISSIONS VSA2 lnv12 Letter of Transmittal: LOT- VIEW DOCUMENT (fj/jffljjf¥1[o)l4 jjJ I Updated on Holder Makewhole Agreement: MWA-· VIEW DOCUMENT f-JtjfftifjitflttfltMO, Updated on Officer Certificate: OFC- VIEW DOCUMENT fJj@jjj@fMfftt@ Updat ed on OFFICER’S CERTIFICATE CODE, OFC- liMil,ii·ii·ili,biii UPDATED O N ~I VIEWFINALDOCUMENT I I EDIT AGAIN I ·this will undo the submission A unique identifier for the Officer’s Certificate. Click “EDIT” to view your Officer’s Certificate, review Indicates the current status the information, complete of the submission any required fields, and “SUBMITTED FOR REVIEW”. submit. CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200 4
REVIEWING CERTIFICATE & COMPLETING THE OFFICER’S STEP 2 OF 3 Complete the fields in the Officer’s Certificate: the Name and Title for the person signing the Officer’s Certificate. Name, • C, Title: • 0 0 I have read and accept the PRIVACY POLICY SAVE AS DRAFT CONTINUE 2. proceed Once you with have the finished submission. completing If you are the satisfied form, you with will the have information the option provided, to save select a draft “I or stage. have read and accepted the Privacy Policy,” then click “Continue” to proceed to the review In this section, you can review the complete Officer’s Certificate. Follow the steps below: • Click “Edit” if you need to make any changes. • Click “Preview Officers Certificate” in the blue box to review the document. • Once all steps are completed, the “Continue” button will become available. PREVIEW OFFICER’S CERTIFICATE M·itwii’ii *Please click on ‘Preview Officer’s Certificate’ in order to continue. CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
SUBMITTING THE OFFICER’S CERTIFICATE STEP 3 OF 3 Now that you have reviewed the Officer Certificate, you will be prompted to sign it using one of the available methods below. Method 2 (e-signature) should be used as the preferred method whenever possible. Signature Method 1: Download and review the Officer’s. Certificate in order to s.(gn it and upload the Executed vers.ion of the form. Signature Method2! Review a11d si,gn tl:u;i Officer’s U!rtificate electronically. I ‘L Note: By selecting “Signatµre Method 2 ~ you agree, ac*nowledge ;md understand that your signature provided below is your electronic signature, that you intend to sign and be legally bound by the document beir,g5ign“ed, ,md that such e!E>Gtronic signature shall have the same /~al force and effect as a handwritten sigruturP for all purposes. DOWNLOAD ANO REVIEW Tl-IE OFFICER“SCERTIFICATE DOCUMENT Method 1: If you prefer to sign OOWN LOAD OFFICER“S CERTIFICATE manually, download the Officer’s Certificate in order to sign it and upload the SUBMISSION OPTIONS (CIK>OSE ONE) executed version of the form; @ UPLOAD THE SIGNED OFFICERS CERTIFICATE or ¦ Nofikchasen 0 S.UBMIS.SION METHOD 2: SIGN THE OFFICER“S CERTIFICATE ONLINE You tan ~Y’II your i ignatun1 foc fut ur11 uw acrO’lii .,11 your submii1ions and pro_jllcts. I SAVt:SIGNATURE I Method 2: If you prefer to sign electronically, choose the “Sign the Officer’s Certificate online” option and then click “Save Signature” Signabovr:-t~line Attach to the submission a copy of Constitutive Instrument, which is a true, COPY Of CONSTITUTIVE INSTRUMENT (REQUIRED) II Nolik-uploaded correct and complete copy of True, corrn:t and camplae copy of~ certificatt of inrorporotion, certificate at formation, certrfkate the certificate of of /imittd partnership er equivalent constituti~ instrument at the Compony in~os of the incorporation, certificate of E(fech~ Date of the Makewhole Agreement formation, certificate of I ADOMOR£rl.ES[()POOtWJ I limited partnership or equivalent constitutive instrument of the Company in Please make sure to attach the copy of constitutive effect as of the Effective Date instrument. of the Makewhole Agreement STEP 3, SUBMIT AND COMPLETE After the executed Officer’s Certificate is uploaded or SUBMIT TO COMPLETE THE PROCEDURE electronically signed, submit by clicking on “SUBMIT TO COMPLETE THE PROCEDURE” CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
TRACKING YOUR SUBMISSIONS You can track the status of your Letter of Transmittal, Makewhole Agreement, and related Officer’s Certificate directly in your Portal Dashboard. The Portal Dashboard will also confirm once the Makewhole Agreement(s) and Officer’s Certificate(s) associated with the Letter of Transmittal have been successfully submitted. You can download PDF copies of your submissions at any time by clicking “View Document”. MAKEWHOLE AGREEMENT SUBMISSIONS VSA2 lnv12 Letter of Transmittal: LOT-U525L VIEW DOCUMENT ffj:fffi\ltilMffiittl Holder Makewhole Agreement: MWA-TKUM D VIEW DOCUMENT fitl®flit¥1¢1ffitt1 The Officer Certificate has not yet been filled for this Makewho/e Agreement MAKEWHOLE AGREEMENT CODE, MWA-TKUMD [ fi•IW11M•·llii1ial1 ] UPDATED ON ~I VIEW DOCUMENT I I EDIT AGAIN I •this will undo the submission I Indicates the status of the submission. Status Description The user can save the submission as draft for future edit. Draft If the user has completed the submission, proceeded to the Partial signing step but did not sign. If the user completed, signed the form and successfully Submitted for review submitted it. After submission, the documents will be reviewed*. Under review If there is any issue with the submission, the Information Agent will send the form back via the Portal and ask the user to amend Sent Back for Modification the form according to the send-back message. Once the review is completed and no issues are identified, the Completed submission will be marked as completed. This indicates that the submitted document is in good order. This does not mean that Visa has accepted your shares of Class B common stock for exchange. Visa will announce the results of the Exchange Offer separately after its expiration date. *While under review, you will not be able to make any changes to your submission. If you need to request any amendments at this stage, please contact the Sodali & Co team, who will be able to assist you. CONTACTS Company Exchange Agent Information Agent Visa Inc. EQ Shareowner Services Sodali & Co Visa@equiniti.com visa@investor.sodali.com (866) 456-9417 (800) 662-5200
Email: visa@investor.sodali.com Contact Center: (800) 662-5200 NEW YORK STAMFORD TORONTO DUBLIN FRANKFURT LONDON MADRID PARIS ROME BUENOS AIRES SAO PAULO HONG KONG MANILA MELBOURNE PERTH SEOUL SYDNEY TOKYO
Exhibit (a)(1)(D)
EMAIL TO CLASS B SHAREHOLDERS
[Client],
I am reaching out to let you know that today Visa launched its first successive Exchange Offer for Class B common stock. As a Class B shareholder, you may exchange any and all of your outstanding shares from April 13, 2026 – May 8, 2026 for a combination of Visa’s Class B-3 common stock, Visa’s Class C common stock and, where applicable, cash in lieu of fractional shares. Below are information and details on how to participate and get more information.
How to Participate in the Exchange Offer
Eligible Class B shareholders will receive the offering documents via mail and electronically to your email address on file with Visa’s transfer agent, EQ Shareowner Services. To participate, you must submit the required forms by end of day May 8, 2026.
If you have questions related to your stock ownership and contact information on file, you should reach out to Visa’s transfer agent, EQ Shareowner Services, at (866) 456-9417, visa@equiniti.com, or visit them online at http://shareowneronline.com.
Information Sessions
To learn more about the Exchange Offer and the steps required to participate, you can participate in the following Information Sessions:
| • | Thursday, April 16th 12:00PM – 12:45PM PT / 3:00PM - 3:45PM ET |
| • | https://teams.microsoft.com/meet/2388752509774?p=Z9vwLwekUy7MoD4lWD |
| • | Friday, April 17th 8:30AM – 9:15AM PT / 11:30AM - 12:15PM PT |
| • | https://teams.microsoft.com/meet/223720417999413?p=h6yyGo0oCjRLEeYaAL |
Upon joining, you may be prompted to “Join without using an account”, which will allow you to join as a guest.
Please note, the information sessions are open to Visa’s Class B shareholders, and we will not be able to address any confidential questions related to individual accounts or the status of submitted forms. The information session will not be recorded.
For More Information
We encourage you to reach out to Sodali & Co with any questions about the Exchange Offer. They can be reached at (800) 662-5200 or VISA@investor.sodali.com
For more complete information regarding the Exchange Offer, including the risk factors that should be considered in connection with the Exchange Offer, please refer to the prospectus, which has been filed with the SEC and is available free of charge at www.sec.gov, Visa’s investor relations website at investor.visa.com, or by contacting Sodali & Co. at (800) 662-5200 or VISA@investor.sodali.com.
I hope this information is helpful to you.
[Visa Sales Leader]
***
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the Exchange Offer or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Additional Information and Where to Find It
The Exchange Offer is being made solely by the Prospectus. The Prospectus will contain important information about the Exchange Offer, Visa and related matters, and Visa will cause the Prospectus to be delivered to Class B-1 and Class B-2 shareholders. CLASS B-1 AND CLASS B-2 SHAREHOLDERS ARE URGED TO READ THE PROSPECTUS, THE LETTER OF TRANSMITTAL AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE AND BEFORE MAKING ANY INVESTMENT DECISION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.