Visa Inc. · 8-K exhibit

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2026

VISA INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction

of Incorporation or Organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

San Francisco, California

(Address of Principal Executive Offices)

(Zip Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share

V

New York Stock Exchange

New York Stock Exchange

New York Stock Exchange

New York Stock Exchange

New York Stock Exchange

New York Stock Exchange

New York Stock Exchange

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On May 12, 2026, Visa Inc. (“T1Visa”) settled its previously announced exchange offer (the “Exchange Offer”) for any and all outstanding shares of its Class B-1 and Class B-2 common stock, the terms of which were described in the prospectus, dated April 13, 2026, constituting part of Visa’s registration statement on Form S-4, as amended (File No. 333-294062).

In connection with the Exchange Offer, Visa entered into makewhole agreements (collectively, the “Makewhole Agreements”), effective May 11, 2026, with the holders of the Class B-1 common stock and Class B-2 common stock accepted in the Exchange Offer and, where applicable, such holders’ respective parent guarantors.

Under the Makewhole Agreements, each participating holder is obligated, T2after the value of the Class B-3 common stock it received in the Exchange Offer has been depleted through downward conversion rate adjustments, T3to reimburse Visa in cash for the portion of any future deposit into the U.S. covered litigation escrow account that, but for the holder’s participation in the Exchange Offer, would have been absorbed by such holder through downward adjustments to the conversion rate of the Class B-1 common stock or Class B-2 common stock, as applicable, it tendered in the Exchange Offer.

The Makewhole Agreements also provide for the staged transfer of the Class C common stock that participating holders received in the Exchange Offer. T4A participating holder may only transfer up to one-third of the Class C common stock it received in the Exchange Offer prior to June 25, 2026, and only up to two-thirds of the Class C common stock it received in the Exchange Offer prior to August 9, 2026.

The foregoing description of the Makewhole Agreements does not purport to be complete and is qualified entirely by reference to the Form of the Makewhole Agreement, filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 8.01 Other Events.

The information set forth in the first paragraph under Item 1.01 concerning the settlement of the Exchange Offer is incorporated by reference into this Item 8.01.

T5The estimated interchange reimbursement fees at issue in unresolved claims for damages in the U.S. covered litigation was $17.4 billion as of May 11, 2026.1

1

This figure is estimated and approximated. The estimated interchange reimbursement fees at issue does not include interchange reimbursement fees attributable to claims in certain purported indirect purchaser class actions or any opt outs that have not asserted a claim for damages. The interchange at issue for unresolved claims will continue to increase. See U.S. Covered Litigation in Note 20—Legal Matters to our consolidated financial statements included in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 and any subsequent reports on Forms 10-Q and 8-K for more information on the Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions.

* * *

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

Form of Makewhole Agreement.

The cover page from this Current Report on Form 8-K (formatted as Inline XBRL).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VISA INC.

By:

/s/ Chris Suh

Name:

Chris Suh

Title:

Chief Financial Officer

3