Visa Deposits $405M into U.S. Litigation Escrow Account

Overview

On September 23, 2026, Visa Inc. filed a Form 8-K reporting an event under Item 8.01 (Other Events) that occurred on September 18, 2026.

Key Transaction Details

• Escrow Deposit: Visa authorized the deposit of $405 million into the U.S. litigation escrow account established under the Company's U.S. retrospective responsibility plan.
• Conversion Rate Adjustments:
  • Class B-1 Common Stock: Conversion rate decreased from 1.5445 to 1.5400, reducing as-converted share count by ~9,804 (from 3,367,156 to 3,357,351).
  • Class B-2 Common Stock: Conversion rate decreased from 1.5014 to 1.4924, reducing as-converted share count by ~4,377 (from 730,688 to 726,311).
  • Class B-3 Common Stock: Conversion rate decreased from 1.4953 to 1.4773, reducing as-converted share count by ~1,089,926 (from 90,599,965 to 89,510,039).
• Pricing Basis: Calculations were conducted using the volume-weighted average price over the three-day pricing period from September 18, 2026 through September 22, 2026.

Market & Financial Implications

Under the terms of the retrospective responsibility plan, funding the U.S. litigation escrow account dilutes the Class B shares held primarily by U.S. financial institutions by reducing their conversion rates to Class A common stock. This mechanism protects Class A common stockholders from U.S. litigation liability, resulting in an EPS effect equivalent to a Class A share repurchase.