V Visa 10-K 2026-09-30 section summaries

Section 1 — Business, strategy and risks

Business model and scale

Visa operates a global payments network connecting consumers, sellers, issuers and acquirers. It facilitates authorization, clearing and settlement but does not issue cards, extend credit, set cardholder rates or fees, or bear the credit risk of those activities. Revenue depends on the services Visa provides: transactions processed on Visa’s network may generate service, data processing, international transaction or other revenue; a Visa-branded transaction routed off-network may generate only service revenue. Visa says its fees to issuers and acquirers are set independently of interchange reimbursement fees and merchant discount rates.

Visa’s revenue categories are service revenue, data processing revenue, international transaction revenue, other revenue—principally value-added services, brand and technology licensing, and account-holder, certification and licensing fees—and client incentives paid to support volume, acceptance and innovation.

The seller-location estimate includes more than 200 million indirect acceptance locations through digital-wallet partnerships and excludes sellers accepting Visa through digital marketplaces.

Growth strategy and operating indicators

Visa’s “network of networks” strategy seeks to extend beyond card payments to consumer, commercial and money-movement use cases, including P2P, B2B, B2C and government payments. Visa estimates more than $40 trillion in annual addressable consumer spend, excluding Russia and China, and an additional opportunity of more than $20 trillion in cash, checks, legacy ACH, account-to-account and other less-effective digital payment forms. These are market-opportunity estimates, not Visa revenue.

Commercial-solutions priorities include digitizing business payments, expanding virtual and card payments, supplier acceptance and payouts. Visa Direct supports transfers and payouts across card, account and wallet networks, and Visa describes it as the world’s largest money-movement platform by transactions, volumes and endpoints. VAS spans issuing, acceptance, risk and security, advisory, analytics, marketing and open banking, including services for non-Visa payment flows.

Visa is also targeting affluent cardholders and international credit growth; it says card-linked credit penetration as a share of consumer spending outside the U.S. is less than half the U.S. level. Other initiatives include Visa Pay, open-banking services through Tink, and extending Visa capabilities to account-to-account and real-time payment methods. Visa acquired Newpay in Argentina, which operates real-time payment infrastructure.

Technology investments include VisaNet, APIs and Visa as a Service, AI-enabled capabilities, and tools for agentic commerce. In fiscal 2026, Visa introduced more than 350 product releases and launched its Visa Stablecoin Platform for partner settlement and transfers between fiat and stablecoins. Tap to Pay represented 84% of Visa face-to-face transactions globally and 76% in the U.S. in September 2026; Visa processed more than 2.9 billion contactless transit transactions in fiscal 2026, and Tap to Phone exceeded 25 million transacting devices across 100+ markets. More than 60% of ecommerce transactions were tokenized as of September 30, 2026.

Fiscal 2026 acquisitions included Prisma, expanding issuer processing in Argentina and Latin America, and Featurespace, adding AI-based behavioral analytics and fraud capabilities. Visa agreed to acquire BioCatch, subject to customary closing conditions and regulatory approvals. Deal values and financial impacts are not provided in these summaries.

Competitive position

Visa’s calendar 2025 scale compared with other networks was:

Total volume includes payments and cash volume; competitor figures have source and scope qualifications. Competition is widening beyond card networks to domestic and regional schemes, wallets, fintechs, BNPL, alternative payment platforms, stablecoins and real-time payment systems. RTP networks have launched in more than 100 countries. These alternatives can compete with Visa or route transactions away from its network, even as wallets and fintechs can also drive Visa volume. Visa points to its global brand, acceptance, security, reliability and partnerships as differentiators.

Regulatory and execution risks

Visa’s growth depends on digital-payment adoption, network use and acceptance, and successful expansion into new rails and services. It faces execution and integration demands, fraud and financial-crime threats, and the cost of ongoing cybersecurity, AI and risk-management investment.

Regulation across more than 200 countries and territories may raise costs, constrain services or data use, or favor domestic competitors through local ownership, data-localization and domestic-processing rules. Interchange regulation, network exclusivity and routing limits, and surcharge restrictions can affect fees and operating rules; relevant regimes include U.S. Dodd-Frank debit rules, the EU Interchange Fee Regulation and Australian regulation. Divergent privacy, AI, resilience and cybersecurity requirements may restrict cross-border data flows or impede scaling. Sanctions and compliance obligations also limit service availability.

Visa faces additional financial-sector oversight in Brazil, where rules may require it to absorb certain settlement-related losses involving Brazilian sellers if controls do not fully mitigate exposure. Visa Europe’s designation as a systemically important payment system may bring additional ECB oversight; UK supervision and PSD2 requirements also affect operations and payment experiences. In October 2024, the U.S. CFPB issued a personal-financial-data-rights rule granting consumers and authorized third parties access to financial data, though its regulatory status is uncertain. Other risks include evolving consumer-protection, money-transfer, tokenization, identity, marketing and sustainability-reporting requirements.

Visa — Risk Factors (Item 1A)

Visa’s principal risks arise from regulation and litigation that could constrain its fees and operating rules; competition and technological change that could shift payment activity away from its network; dependence on clients and ecosystem partners; and operational, cyber, settlement and governance exposures. These risks could reduce payment volumes and net revenue, raise costs or liquidity needs, and adversely affect financial condition and cash flows.

Regulation, fees and litigation

Payment regulation is expanding and fragmented across jurisdictions. Changes to rules on interchange, merchant discount rates (MDRs), routing, domestic processing, data use, privacy, cybersecurity, AI, licensing, AML and competition may require Visa to change its products, contracts, fees or processing practices, increase compliance and capital costs, or restrict market access. Noncompliance could lead to penalties, litigation, investigations and reputational harm.

Governments are intensifying oversight of interchange reimbursement fees (IRFs), network fees and operating rules. Visa generally does not receive IRF revenue directly, but IRFs affect payment volume and net revenue. In the U.S., debit IRFs for large issuers are capped; conflicting court decisions create uncertainty about Regulation II and the possibility of a materially lower cap. Federal Reserve actions require dual-network availability for ecommerce debit and include proposed further rate reductions with automatic biennial adjustments. The reintroduced Credit Card Competition Act would require routing choice for certain credit transactions, though its prospects are uncertain. State measures, including in Illinois, also target interchange or transaction-data use. In Europe, consumer IRFs are capped, and further reductions or broader coverage are possible; Visa’s 2019 European Commission settlement limiting certain cross-border EEA IRFs was extended through 2029. Other jurisdictions are considering or adopting fee caps, transparency requirements, limits on cross-border acquiring and approval requirements for network-rule changes. Greece imposed a three-year cap in 2024 on acquirer fees for certain small-ticket transactions in specified seller categories. Lower fees or restrictions could make Visa less attractive to issuers and acquirers, encourage alternative systems, and prompt higher fees for consumers or sellers.

Domestic-processing and localization requirements, domestic-preference policies and restrictions on international networks may increase costs and limit Visa’s ability to process transactions or enter markets. In China, UnionPay is predominant; Visa’s application to operate as a Bank Card Clearing Institution was accepted in June 2020, and approval to prepare was granted in October 2026, but further approval is required before domestic clearing can begin. Co-badging and co-residency rules constrain Visa, while UnionPay, Alipay and WeChat Pay are significant competitors. National real-time payment networks, cross-border links, central bank digital currencies and Europe’s A2A and digital-euro initiatives may also displace international networks.

Visa faces tax examinations and disputes, including with the IRS, and potential costs from digital-services taxes, OECD proposals and global minimum taxes. Litigation and investigations include antitrust, consumer-protection, privacy and intellectual-property matters. Adverse outcomes could entail substantial judgments, fines or costs—including potentially treble damages in U.S. antitrust class actions—or require changes to fees, rules, enforcement or pricing. Commercial indemnities may create liability even when Visa is not a defendant. U.S. and European retrospective responsibility plans provide differing protections; inadequate insulation from covered liabilities could materially harm Visa, potentially including insolvency.

Competition, clients and market conditions

Visa competes with other networks and payment methods, including cash, checks, closed-loop systems, wallets, fintechs, technology companies, real-time payments, ACH, digital currencies and government-backed platforms. Stablecoin frameworks—the U.S. GENIUS Act, enacted in July 2025, and the EU crypto-asset framework—may accelerate alternatives, particularly in cross-border, B2B and currency-unstable markets. Digital wallets, mobile and agentic commerce may shift control of payment initiation, credential and seller choice, and transaction data to platforms or competitors. AI may improve competitors’ customer experience, personalization and efficiency; Visa also risks losing data used to support value-added services.

Visa depends on financial-institution clients, sellers and other ecosystem partners to distribute, route and process transactions. Large clients may offer competing products or terminate relationships on relatively short notice, sometimes without significant termination fees. Competition and pressure from sellers and processors for lower acceptance costs may force Visa to change pricing or provide more incentives—such as discounts, rebates, cash payments and marketing support—reducing net revenue and profitability. Seller efforts include legislation, litigation, surcharging or refusing Visa, lower interchange, expanded routing choice and steering. These pressures could also reduce issuer promotion and cardholder rewards, lower Visa usage and increase compliance costs.

More than half of Visa’s net revenue is earned outside the U.S., and international cross-border revenue is significant to revenue and growth. Recessions, inflation, interest rates, tariffs, currency movements, financial-market stress and reduced consumer spending can pressure transaction volumes, borrowing costs and client investment. Nationalism, sanctions, protectionism and data-flow restrictions may impede expansion. Visa suspended operations in Russia in March 2022 and no longer generates revenue from Russia-related domestic or cross-border activity. War, instability, health emergencies and extreme weather may reduce travel, spending and currency-exchange activity.

Technology, cyber and operating resilience

Rapid change in mobile and in-app payments, AI and agentic commerce, machine payments, tokenization, crypto and stablecoins, blockchain, cloud services and digital identity creates risk that Visa or its partners will not adapt quickly enough. AI tools and third-party models may expose sensitive information, produce inaccurate or biased results, create intellectual-property and data-governance issues, or trigger regulatory and reputational consequences. Fragmented privacy, data-transfer, localization and cybersecurity rules add compliance risk; the EU AI Act’s key provisions for most high-risk systems take effect in 2027, and U.S. states are adopting AI frameworks. Agentic commerce also raises unsettled questions about liability and may increase erroneous, unauthorized or disputed payments, fraud and monitoring challenges.

Visa and its ecosystem face increasingly sophisticated cyberattacks, including ransomware, zero-day exploits, phishing, deepfakes and attacks using AI. Visa’s own AI use may enlarge its attack surface, while AI agents could circumvent controls. Quantum computing could threaten cryptography and require significant mitigation investment. Reliance on concentrated cloud, AI, hardware and service providers may turn a local disruption into a broader or systemic outage. Incidents could compromise data, disrupt operations, increase fraud and settlement exposure, reduce transaction volumes, and result in litigation, penalties or reputational damage. Cross-border reporting deadlines may complicate investigations; recovery may be slow or incomplete, and insurance or third-party indemnification may not cover losses.

Settlement, execution and governance

Visa indemnifies issuers and acquirers for certain settlement losses, generally up to unsettled Visa transactions and subsequent adjustments. Client or sponsor-bank insolvency, simultaneous failures or systemic operational issues could create significant liquidity needs and unrecoverable losses. Brazilian prudential rules add potential responsibility for certain seller-related settlement losses; proposed operating-rule changes are expected to increase settlement exposure and collateral requirements.

Acquisitions, joint ventures and investments may fail to deliver expected synergies and can create integration, cybersecurity, regulatory and execution costs or liabilities; they may require debt or equity issuance. Talent competition, retention and succession challenges, immigration constraints and restructuring may disrupt operations or prevent expected savings. AI adoption brings reskilling and oversight needs, while overreliance may weaken employee capabilities.

Resolution of U.S. covered litigation would make class B common stock convertible into class A. Under the Europe retrospective responsibility plan, series B and C preferred-stock value is released in stages, and those shares are to become fully convertible into series A preferred stock or class A common stock no later than 2028, subject to claims holdbacks. Conversions may dilute class A voting power and share sales may pressure the market price. Other share classes, many held by current or former financial-institution clients, may have divergent interests and voting rights over specified major transactions. Charter, bylaw, capital-structure and Delaware-law provisions may also delay or prevent a takeover: beneficial ownership is generally capped at 15% for class A or total common stock on an as-converted basis, and competitors and affiliates are generally capped at 5%; certain mergers require other-class votes, and shareholders face limits on written consent, special meetings and litigation venue.

Cybersecurity program and oversight

Visa considers cybersecurity a key enterprise risk and essential to trust, system availability and resilience. Its program aligns with ISO 27002, PCI Data Security Standards and applicable legal and regulatory requirements. Mandatory enterprise-wide Key Controls apply to employees, who receive annual training; exceptions require senior management approval. Visa reviews and updates the controls annually.

Visa continuously monitors its networks and digital assets through cyber fusion centers in the United States, United Kingdom and Singapore, supported by threat intelligence and research teams. Its response plans set escalation and notification thresholds for management, the CEO and the board. Employee awareness efforts address emerging threats, including AI-enabled attacks and executive-impersonation phishing.

The program uses internal and external assessments, independent testing, vulnerability disclosure and bug bounty programs, and analytics, automation and AI-enabled capabilities to detect and remediate threats. Its three lines of defense comprise product and technology teams; separate security and risk teams that oversee assessments and remediation; and internal audit. Regulators and external auditors also regularly examine the program.

Third parties and acquired entities

Visa conducts pre-engagement due diligence on third parties, obtains contractual audit rights and scales oversight to a provider’s risk and access to sensitive assets. It recognizes that third-party controls may be ineffective or insufficient; when a compromise is identified, Visa may restrict, suspend or terminate the provider’s access.

Acquired or otherwise designated entities may use systems not fully integrated with Visa’s standard platforms. Visa applies separate, risk-appropriate Key Controls to these entities and regularly reports their cybersecurity posture to senior technology and risk leaders and the board.

Incidents, resources and governance

As of September 30, 2026, Visa was not aware of any cybersecurity incident—direct or involving a third party—in the preceding three fiscal years that had materially affected its business strategy, results of operations or financial condition. Visa notes that it and some third parties periodically experience cybersecurity incidents; its statement is limited to incidents with a material effect.

Visa’s global cybersecurity organization had approximately 950 professionals as of September 30, 2026. The CISO manages the information security program, reports to the President of Technology and provides quarterly updates to the Corporate Risk Committee. The CISO reports to the Audit and Risk Committee twice annually, and the full board receives an annual update. Management and board oversight covers cybersecurity performance, goals, threats and other developments.

Visa identifies cyber risk as not fully eliminable, recognizes that third-party defenses can fail, and notes that acquired entities’ differing technology environments and integration status require additional oversight. This section does not quantify cybersecurity-related financial impacts.

Visa FY2026 results and business trends

Visa’s net revenue grew 15% in FY2026, compared with 11% growth in FY2025. Growth reflected higher payments volume and processed transactions, pricing, cross-border activity and value-added services. International revenue grew faster than U.S. revenue. Client incentives also rose, offsetting part of gross revenue growth.

Consolidated results

*Operating income is calculated as net revenue less GAAP operating expenses.

Revenue by category and geography

Service revenue increased 14%, supported by nominal payments-volume growth, pricing and card benefits. Data processing revenue rose 17%, reflecting processed-transaction growth, pricing, value-added services and a higher cross-border transaction mix. International transaction revenue increased 8%; 15% growth in nominal cross-border volume excluding transactions within Europe was partly offset by lower currency volatility and business mix. Other revenue grew 40%, led by Advisory and Other Services and pricing. Client incentives increased 16%; their amounts depend on client performance, contract changes and new contracts.

Value-added services revenue rose 31% to $14.2B from $10.9B in FY2025 and $8.8B in FY2024, with strength across portfolios, particularly Issuing Solutions and Advisory and Other Services. Client consulting engagements grew approximately 30%, and payment credentials increased 6%. Marketing demand also benefited from the FIFA World Cup 2026 and Milano Cortina 2026 Winter Games.

Operating metrics

Constant-dollar payments-volume growth was 9%, versus 8% in the prior period. Consumer credit volume grew 9% (prior 7%), consumer debit 11% (prior 9%) and commercial volume 12% (prior 5%). Visa cited resilient consumer spending, digital-commerce expansion and travel and e-commerce cross-border activity; e-commerce continued to grow faster than face-to-face spending. Foreign-exchange movements contributed approximately one percentage point to FY2026 net-revenue growth. Macroeconomic conditions and consumer spending remain uncertainties.

Expenses, taxes and non-GAAP adjustments

Expense growth reflected headcount and compensation, technology investment, acquisition and severance costs, legal and client-engagement fees, event marketing and Visa Foundation contributions. The litigation provision declined 31%, mainly because of lower U.S. covered-litigation accruals. Interest expense rose to $758M from $589M; non-operating results shifted to a $17M expense from $200M of income, primarily reflecting a prior-year tax-related interest benefit and lower interest income.

The effective tax rate declined to 16% from 17%. FY2026 included a $314M deferred-tax benefit related to changed U.S. taxation of certain foreign earnings and a $284M tax benefit related to legal settlements. Global minimum tax expense, primarily related to Singapore, was largely offset by foreign tax credits; future effects depend on evolving rules and local implementation.

Non-GAAP measures exclude items management considers non-representative of ongoing operations, including litigation provisions, acquired-intangible amortization, acquisition and severance costs, investment gains or losses, and certain tax and charitable items. The FY2026 non-GAAP reconciliation excluded a $1.724B litigation provision, $563M of severance costs, a $314M deferred-tax benefit adjustment and $282M of charitable contributions. Visa cautions that non-GAAP results should not be viewed apart from GAAP results. Under its U.S. retrospective responsibility plan, downward adjustments to certain Class B conversion rates increased FY2026 basic and diluted EPS attributable to Class A by $0.01.

Cash flow, liquidity and capital allocation

Operating cash flow increased on underlying business growth, partly offset by higher litigation payments and income-tax payment timing. Investing cash flow reflected lower proceeds from investment-security maturities and sales. Higher share repurchases, senior-note repayments at maturity and lower note-issuance proceeds drove the greater financing cash outflow.

At September 30, 2026, Visa held $12.9B of cash and cash equivalents and $850M of available-for-sale debt securities, primarily U.S. Treasury and government-sponsored agency securities. It had no commercial-paper or revolving-credit-facility borrowings and believed projected liquidity was sufficient for more than 12 months. Senior-note principal outstanding was $22.6B, including $2.75B due April–September 2027, which Visa said it could fund. The company also had $9.9B of available liquidity for potential daily settlement needs if clients fail to settle, and generally did not need to fund settlement-related working capital during FY2026.

Visa repurchased $20.5B of Class A shares, with $24.4B of repurchase authorization remaining at year-end, and paid $5.1B in dividends. On October 27, 2026, the board declared a 16% increase in the quarterly Class A dividend to $0.78 per share. Visa issued $3.0B principal of fixed-rate senior notes in February 2026, with maturities of three to ten years.

Litigation, transactions and other risks

Visa recorded $1.6B of additional accruals for interchange multidistrict litigation and deposited $1.3B into its U.S. litigation escrow account during FY2026; the escrow balance was $628M at year-end. Estimated interchange reimbursement fees at issue in unresolved U.S. covered claims were approximately $17.4B as of May 11, 2026 and $15.9B as of October 1, 2026. Estimates exclude certain claimants and may increase. Accruals and escrow deposits need not match. The U.S. retrospective responsibility plan covers certain monetary settlements and final judgments in covered U.S. litigation, subject to its terms; the Europe plan is also limited and excludes European Commission fines and penalties.

Visa acquired Argentina’s Prisma and Newpay for $1.5B cash in February 2026 and agreed in August to acquire fraud-intelligence provider BioCatch for $2.4B cash, subject to customary closing conditions and regulatory approvals. In May 2026, it retired 3M Class B-1 and 120M Class B-2 shares in an exchange offer, issuing 61M Class B-3 and 23M Class C shares; a further offer is optional and subject to conditions.

Client-incentive liabilities at year-end were $12.2B short term and $200M long term. Estimates depend on client forecasts for volume, transactions, card issuance and conversion; revisions may affect revenue. Visa expects incentive-estimate differences not to materially affect overall results because higher incentives generally accompany the volume and transaction growth that also drives revenue.

Legal and regulatory outcomes across jurisdictions are uncertain and could materially affect results when losses become probable and estimable. Loss-sharing arrangements have defined limits. Tax provisions and deferred-tax assets also depend on estimates and interpretations; changes in tax laws, operating results or tax-authority challenges could materially affect financial condition, results or cash flows. In Brazil, enhanced prudential rules may require Visa to absorb certain settlement losses if risk mitigations are insufficient; proposed operating-rule changes may increase settlement exposure and collateral requirements, and Visa is updating controls and processes. Visa describes itself as a payments technology and transaction-processing network, not a financial institution: it does not issue cards, extend credit or set cardholder rates and fees.

Item 7A — Quantitative and Qualitative Disclosures About Market Risk

Foreign-exchange exposure

Visa expects the estimated forward-contract loss to be largely offset by corresponding gains on foreign-currency revenue and payment cash flows. Its hedging program reduces, but does not eliminate, currency risk. Euro-denominated senior notes designated as a net-investment hedge partially offset Visa Europe translation adjustments. Daily settlement also creates foreign-exchange timing risk, which Visa manages through operating procedures, settlement systems and trading counterparties.

Interest-rate sensitivity

A hypothetical 100-basis-point increase in interest rates had no material impact on the fair value of investment securities or annual interest expense in either fiscal 2026 or fiscal 2025. Fixed-rate securities are exposed to fair-value declines when rates rise and lower reinvestment income when rates fall. Swaps convert a portion of fixed-rate senior-note payments to floating rates, leaving that portion exposed to rate fluctuations.

Equity investment exposure

Equity investments may fluctuate substantially in value, including the potential loss of all or a substantial part of their carrying value. Visa evaluates private investments for impairment based on investee circumstances, expected cash flows, capital needs and the viability of the investee’s business model.

Visa FY2026 (year ended September 30, 2026)

Visa’s revenue growth accelerated, with value-added services a particularly strong contributor. The company operates one segment, Payment Services, and its transaction- and volume-based revenue depends on payment activity and processing. Visa reported no further segment-level revenue or profit split.

Consolidated results

Net revenue grew 14.8% in FY2026, following 11.3% growth in FY2025. Operating income and net income each increased 17.2% year over year. The litigation provision was $1.764B, down from $2.562B in FY2025 but above $462M in FY2024. Personnel expense was $7.934B versus $6.961B; marketing was $2.315B versus $1.684B; and network and processing was $1.066B versus $894M.

Revenue mix and geography

Value-added-services revenue, recognized across several revenue categories, rose to $14.2B from $10.9B in FY2025 and $8.8B in FY2024; growth accelerated to about 30% from about 24%. Other revenue grew about 40%, while client incentives also increased substantially. The U.S. accounted for approximately 38% of revenue, down from 39% in FY2025 and 41% in FY2024; no other country accounted for 10%. One client represented 11% of revenue in each of FY2024–FY2026.

Cash flow and capital allocation

Visa repurchased 61M shares in FY2026 at an average $335.49 per share, compared with 54M at $335.44 in FY2025. An additional $20B buyback authorization was approved in April 2026; $24.4B remained authorized at year-end. Common shares in the equity statement declined from 1.825B at the start of FY2026 to 1.800B at year-end; as-converted Class A shares were 1.867B at year-end, versus 1.930B in FY2025. Share-based compensation expense was $888M versus $861M. Outstanding awards included 5.279M RSUs with $1.897B aggregate intrinsic value, 4.677M options with $600M intrinsic value, and up to 720,408 performance shares with $259M intrinsic value.

Balance sheet, debt and liquidity

Intangibles comprised net finite-lived customer relationships of $534M (versus $231M), other finite-lived intangibles of $17M (versus zero), indefinite-lived customer relationships and reacquired rights of $22.735B (versus $23.331B), and the $4.084B Visa trade name (unchanged). Equity less goodwill and intangible assets was negative $12.060B. Goodwill increased partly due to acquisitions, including $1.034B from Prisma and Newpay, and was not impaired in the annual review.

Cash, cash equivalents and restricted cash totaled $19.118B, down from $24.987B. Restricted U.S. litigation escrow was $628M, versus $2.990B; customer-collateral restricted cash was $4.349B, versus $3.625B, and is generally not available for operations. Debt principal was $22.586B; Visa issued $3.0B of senior notes and repaid €1.35B and $4.0B of notes. The $7B revolving facility was undrawn, as was the commercial-paper program; Visa reported covenant compliance.

Legal exposure, tax and business developments

Accrued litigation fell to $990M from $3.033B after $3.901B of payments. The U.S. covered-litigation accrual was $623M, despite a $1.602B FY2026 provision for interchange MDL matters; Visa deposited $1.280B into the litigation escrow and paid $3.642B to merchants from it. The auditor identified estimation of individual merchant actions, particularly opt-outs from the damages-class settlement, as a critical audit matter. Visa warns that outcomes and estimates may change materially. U.S. loss-sharing and escrow arrangements, and a European preferred-stock conversion-rate recovery plan, mitigate some monetary exposure but do not eliminate risk; Europe has no litigation escrow. European merchant claims seek several billion euros in aggregate. U.S. and European proceedings also include debit-routing, fee, and network-rule challenges; remedies could affect business practices as well as finances.

The income-tax provision was $4.589B (16.3% effective rate), versus $4.136B in FY2025. FY2026 included $540M of tax credits, a $686M foreign-derived intangible income deduction, a $498M Singapore incentive, and a $314M deferred tax benefit from a change in U.S. taxation of certain foreign earnings. Cash income taxes paid, net, were $5.684B, including $1.9B related to clean-energy tax credits. Gross unrecognized tax benefits were $1.774B; $1.6B would reduce the effective tax rate if recognized.

Visa acquired Argentina’s Prisma and Newpay for $1.509B cash, adding issuer processing and payment platforms. Its planned $2.4B cash acquisition of BioCatch remained subject to approvals. KPMG issued unqualified opinions on the financial statements and internal controls, and found controls effective.

Rule 10b5-1 Trading Arrangement

During Q3 2026, Chief Risk and Client Services Officer Paul D. Fabara adopted a Rule 10b5-1 trading arrangement on July 31, covering sales of up to 26,200 shares of Visa Class A common stock, including shares issuable upon vesting of performance shares. The plan expires December 31, 2026, or earlier if all covered shares are sold. No other officers or directors adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter.