V · 10-Q · 2026Q1 · Full report

U.S. & Europe Retrospective Plans

VISA INC. · 2026-04-29 · Importance 64 · Surprise 42 · In source text

Under the U.S. retrospective responsibility plan, Visa maintains a litigation escrow to pay settlements or judgments for specified U.S. covered litigation; the beginning escrow balance shown was $2,990 million and payments to opt‑out merchants during the period were $2,950 million (six‑month activity disclosed). Under the Europe retrospective responsibility plan, Visa records VE territory covered losses and is entitled to recover certain losses through periodic adjustments to class A conversion rates applicable to series B and C preferred stock; adjustments are limited to once in any six‑month period unless a single loss exceeds the specified euro threshold. The filings present the as‑converted value of the preferred stock available to recover VE territory covered losses (total recovery available $1,087 million as of March 31, 2026 versus $1,265 million as of September 30, 2025) and disclose that recoveries recorded in equity can differ from actual recovered amounts due to foreign exchange differences.

Key facts

• Restricted cash equivalents—U.S. litigation escrow as of September 30, 2025: $2,990 million. source
• Deposits into the U.S. litigation escrow account for the six months ended March 31 (period redacted) included payments to opt-out merchants net of interest earned on escrow funds of $(2,950) million. source
• Under the U.S. retrospective responsibility plan, we recover monetary liabilities related to the U.S. covered litigation through a downward adjustment to the rate at which class B-1 and B-2 common stock ultimately convert into shares of class A common stock. source
• The Europe retrospective responsibility plan does not have an escrow account and the Company is entitled to recover VE territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock. source
• As-converted value of preferred stock total recovery for covered losses available as of March 31, 2026: $1,087 million (total as-converted value shown as $1,131 and $1,389 for series unspecified with netting to $1,087). source
• As-converted class A common stock total as of March 31, 2026: 1,894 million shares (total); as of September 30, 2025: 1,930 million shares. source
• Reduction in effective price per share for U.S. litigation escrow deposits for the six months ended March 31 (period redacted) was $345.17 and $346.79 (two values shown). source

Impact estimates