Visa 8-K

Summary

Visa settled its exchange offer for outstanding Class B-1 and Class B-2 shares on 05/12/2026. Participating holders are subject to cash reimbursement obligations tied to future deposits into the U.S. covered litigation escrow account, and face staged restrictions on transferring the Class C shares received.

Key Figures

• Estimated interchange reimbursement fees at issue in unresolved U.S. covered litigation: ≈$17.4B as of 05/11/2026. The estimate excludes certain indirect purchaser claims and opt-outs that have not asserted damages claims; the amount for unresolved claims will continue to increase.
• After the value of participating holders’ Class B-3 shares is depleted through downward conversion rate adjustments, holders must reimburse Visa in cash for the applicable portion of future escrow deposits that would otherwise have been absorbed through conversion-rate adjustments to their tendered Class B-1 or B-2 shares.
• Class C transfer limits: up to one-third of shares received before 06/25/2026 and up to two-thirds before 08/09/2026.

Investor Takeaways

• The estimated amount at issue in unresolved claims is expected to grow; subsequent disclosures on litigation claims and escrow deposits will show how the exposure develops.