V · 8-K · 20260511PR215875

Exchange Offer Results

VISA INC. · 2026-05-11 · Importance 40 · Surprise 42

Visa announced the expiration of its Exchange Offer for Class B-1 and Class B-2 common stock on May 8, 2026, and accepted approximately 2.7 million Class B-1 shares and approximately 119.8 million Class B-2 shares. In exchange, Visa will issue approximately 60.6 million shares of Class B-3 common stock and approximately 23.3 million shares of Class C common stock, and will pay cash in lieu of fractional shares based on the May 8, 2026 closing Class A price of $318.79. The accepted stock represents approximately 98 percent of outstanding Class B-1 and B-2 shares, corresponding to about 55 percent of outstanding Class B-1 and over 99 percent of outstanding Class B-2 shares. Settlement of the exchange will be made promptly and the applicable conversion rates were provided (e.g., 1.5475 shares of Class A per Class B-1, 1.5075 per Class B-2, 4 per Class C).

Key facts

• The accepted stock includes approximately 98 percent of outstanding Class B-1 and B-2 shares. source
• Settlement of the exchange will be made promptly. source
• The Exchange Offer allowed each participating holder of Class B common stock to exchange their shares for a combination of Visa’s Class B-3 common stock, Visa’s Class C common stock and, where applicable, cash in lieu of fractional shares. source
• Visa announced the Exchange Offer expired on May 8, 2026. source
• The press release was dated May 11, 2026 and referenced Visa (NYSE:V). source