V · 8-K · 20260511PR215875

Exchange Offer — Capital Structure

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

Visa announced the Exchange Offer for Class B-1 and Class B-2 common stock expired on May 8, 2026, and that it accepted approximately 2.7 million shares of Class B-1 and approximately 119.8 million shares of Class B-2. 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 reported closing Class A common stock price on the NYSE of $318.79 as of the expiration date. The accepted stock represents approximately 98 percent of outstanding Class B-1 and B-2 shares (approximately 55 percent of outstanding Class B-1 shares and over 99 percent of outstanding Class B-2 shares). As of the expiration date the applicable conversion rates were 1.5475 Class A shares per Class B-1 share, 1.5075 Class A shares per Class B-2 share and 4 Class A shares per Class C share; settlement will be made promptly.

Key facts

• Based on the number of shares that were tendered, Visa will issue approximately 60.6 million shares of Class B-3 common stock in exchange. source
• Based on the number of shares that were tendered, Visa will issue approximately 23.3 million shares of Class C common stock in exchange. source
• As of the expiration date, the applicable Conversion Rate for the Class C common stock was 4 shares of Class A common stock. source
• In lieu of issuing fractional shares, Visa will pay cash based on the reported closing Class A common stock price on the NYSE as of the expiration date of $318.79. source
• As of the expiration date, the applicable Conversion Rate for the Class B-1 common stock was 1.5475 shares of Class A common stock. source
• As of the expiration date, the applicable Conversion Rate for the Class B-2 common stock was 1.5075 shares of Class A common stock. source

Impact estimates