V · 10-K · 2026A · Full report

Class B Share Exchange

VISA INC. · 2026-11-05 · Importance 28 · Surprise 42

In May 2026, Visa accepted 3 million tendered class B-1 shares and 120 million tendered class B-2 shares in its exchange offer. In exchange for the retired shares, Visa issued 61 million class B-3 shares and 23 million class C shares. Visa may conduct a successive exchange offer only if at least one year has passed and estimated interchange reimbursement fees at issue in unresolved covered U.S. claims have fallen by at least 50% from the May 2026 reference point. Those estimated fees were approximately $17.4 billion on May 11, 2026, and $15.9 billion on October 1, 2026.

Key facts

• Visa may, but is not obligated to, conduct a successive exchange offer if one year has passed since the May 2026 offer and estimated interchange fees at issue in unresolved covered claims have declined by at least 50% since that offer, as determined by Visa. source
• In May 2026, Visa accepted 3 million tendered class B-1 shares and 120 million tendered class B-2 shares in its exchange offer. source
• In the May 2026 exchange offer, Visa issued 61 million class B-3 shares and 23 million class C shares for retired class B-1 and B-2 shares. source
• Estimated interchange reimbursement fees at issue in unresolved U.S. covered litigation claims were approximately $17.4 billion as of May 11, 2026 and $15.9 billion as of October 1, 2026. source