Visa 8-K

Legal / investigation

U.S. litigation escrow funding lowered Class B-1 and B-2 conversion rates, diluting holders with the same EPS effect as a Class A buyback.

Filed 2026-02-27 16:06 ET

Summary

Visa funded its U.S. litigation escrow under its retrospective responsibility plan, triggering dilution to Class B-1 and Class B-2 shares through lower conversion rates. The adjustment has the same effect on EPS as repurchasing Class A shares and took effect 2/26/2026.

Key Figures

  • Escrow deposit: $125M.
  • Class B-1 conversion rate: 1.5491 → 1.5475; as-converted shares decreased by ≈7,880, from 7,490,714 to 7,482,834.
  • Class B-2 conversion rate: 1.5108 → 1.5075; as-converted shares decreased by ≈392,202, from 181,804,989 to 181,412,788.

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