Visa 8-K

Legal / investigation

U.S. litigation escrow funding cuts Class B conversion rates, reducing as-converted shares with the same EPS effect as a Class A buyback.

Filed 2026-06-26 16:07 ET

Summary

Visa funded its U.S. litigation escrow account under its retrospective responsibility plan with a $250M deposit. The resulting conversion-rate reductions dilute the as-converted Class B share counts and have the same effect on EPS as repurchasing Class A shares.

Key Figures

  • Escrow deposit: $250M, authorized 6/24/2026; conversion-rate adjustments effective 6/25/2026, calculated using the 6/24/2026–6/25/2026 volume-weighted average share price.
  • Class B-1 conversion rate: 1.5475 → 1.5445; as-converted shares: 3,373,814 → 3,367,156, a reduction of approximately 6,658.
  • Class B-2 conversion rate: 1.5075 → 1.5014; as-converted shares: 733,661 → 730,688, a reduction of approximately 2,973.
  • Class B-3 conversion rate: 1.5075 → 1.4953; as-converted shares: 91,340,149 → 90,599,965, a reduction of approximately 740,184.

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