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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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): September 18, 2025
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VISA INC.
(Exact name of Registrant as Specified in Its Charter)
 
     
Delaware 001-33977 26-0267673
(State or Other Jurisdiction
of Incorporation)		 (Commission File Number) (IRS Employer
Identification No.)
 
   
P.O. Box 8999 
San Francisco,
California 94128-8999
(Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 432-3200

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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐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 Act:

Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareVNew York Stock Exchange
1.500% Senior Notes due 2026V26New York Stock Exchange
2.250% Senior Notes due 2028V28New York Stock Exchange
2.000% Senior Notes due 2029V29New York Stock Exchange
3.125% Senior Notes due 2033V33New York Stock Exchange
2.375% Senior Notes due 2034V34New York Stock Exchange
3.500% Senior Notes due 2037V37New York Stock Exchange
3.875% Senior Notes due 2044V44New 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 8.01 Other Events.

On September 18, 2025, Visa Inc. (the “Company”) authorized the deposit of $500 million into the U.S. litigation escrow account previously established under the Company’s U.S. retrospective responsibility plan (the “Plan”). Under the terms of the Plan, when the Company funds the U.S. litigation escrow account, the value of the Company’s class B-1 and B-2 common stock, which are held predominantly by U.S. financial institutions and their affiliates and successors, are subject to dilution through downward adjustments to the conversion rates of the class B-1 to class A common stock and class B-2 to class A common stock. This has the same effect on earnings per share as repurchasing the Company’s class A common stock. The deposit and the adjustments to the class B-1 and B-2 conversion rates will be conducted in accordance with the Company’s certificate of incorporation currently in effect.



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.
  
Date:September 19, 2025 By: /s/ Chris Suh
    Chris Suh
Chief Financial Officer