What changed in this filing

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Item 1. Financial Statements

2025-04-30 compared with 2025-01-31 · 211 added, 64 removed, 678 unchanged (29% of the section changed)

34 unchanged sentences

Commitments and contingencies (Note 13)

Preferred stock, $ 0.0001 par value, 5 shares issued and outstanding as of December 31, 2024 and September 30, 2024

Preferred stock, $ 0.0001 par value, 5 shares issued and outstanding as of March 31, 2025 and September 30, 2024

Common stock, $ 0.0001 par value:

Class A common stock, 1,726 and 1,733 shares issued and outstanding as of December 31, 2024 and September 30, 2024, respectively

Class B-1 and B-2 total common stock, 125 shares issued and outstanding as of December 31, 2024 and September 30, 2024

Class C common stock, 9 and 10 shares issued and outstanding as of December 31, 2024 and September 30, 2024, respectively

Class A common stock, 1,715 and 1,733 shares issued and outstanding as of March 31, 2025 and September 30, 2024, respectively

Class B-1 and B-2 total common stock, 125 shares issued and outstanding as of March 31, 2025 and September 30, 2024

Class C common stock, 9 and 10 shares issued and outstanding as of March 31, 2025 and September 30, 2024, respectively

Right to recover for covered losses ( 120 ) ( 104 )

12 unchanged sentences

Three Months Ended

March 31, Six Months Ended

2025 2024 2025 2024

(in millions, except per share data)

21 unchanged sentences

Class B-2 common stock (1)

$ 3.58 $ — $ 7.57 $ —

Class C common stock $ 9.29 $ 9.16 $ 19.62 $ 18.73

8 unchanged sentences

Class B-2 common stock (1)

$ 3.58 $ — $ 7.56 $ —

Class C common stock $ 9.27 $ 9.15 $ 19.59 $ 18.71

9 unchanged sentences

Three Months Ended

March 31, Six Months Ended

2025 2024 2025 2024

(in millions)

5 unchanged sentences

Defined benefit pension and other postretirement plans:

Net unrealized actuarial gain (loss) and prior service credit (cost)

Income tax effect ( 1 ) ( 2 ) ( 1 ) ( 2 )

Reclassification adjustments 2 3 3 6

12 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Three Months Ended December 31, 2024

Three Months Ended March 31, 2025

Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated

4 unchanged sentences

(in millions, except per share data)

Balance as of December 31, 2024 5 $ 904 1,860 $ 21,324 $ ( 123 ) $ 17,438 $ ( 1,247 ) $ 38,296

Net income 4,577 4,577

Other comprehensive income (loss) 420 420

VE territory covered losses 3 3

Conversions to class A common stock — (1)

( 24 ) 1 24 —

Share-based compensation 259 259

Stock issued under equity plans 1 119 119

Shares withheld for taxes related to stock issued under equity plans — (1)

Cash dividends declared and paid, at a quarterly amount of $ 0.59 per class A common stock

( 1,164 ) ( 1,164 )

Repurchases of class A common stock ( 13 ) ( 140 ) ( 4,333 ) ( 4,473 )

Balance as of March 31, 2025 5 $ 880 1,849 $ 21,579 $ ( 120 ) $ 16,518 $ ( 827 ) $ 38,030

(1) Increase or decrease is less than one million.

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Six Months Ended March 31, 2025

Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated

Income Accumulated

Comprehensive

Income (Loss)

Shares Amount Shares Amount

(in millions, except per share data)

Balance as of September 30, 2024 5 $ 1,031 (1)

2 unchanged sentences

Other comprehensive income (loss) ( 519 ) ( 519 )

VE territory covered losses incurred ( 27 ) ( 27 )

VE territory covered losses ( 24 ) ( 24 )

Recovery through conversion rate adjustment ( 8 ) 8 —

7 unchanged sentences

Repurchases of class A common stock ( 26 ) ( 280 ) ( 8,133 ) ( 8,413 )

Balance as of December 31, 2024 5 $ 904 (1)

Balance as of March 31, 2025 5 $ 880 (1)

1,849 $ 21,579 $ ( 120 ) $ 16,518 $ ( 827 ) $ 38,030

(1) As of December 31, 2024 and September 30, 2024, the book value of series A convertible participating preferred stock (series A preferred stock) was $ 421 million and $ 540 million, respectively.

(1) As of March 31, 2025 and September 30, 2024, the book value of series A convertible participating preferred stock (series A preferred stock) was $ 397 million and $ 540 million, respectively.

See Note 5—U.S.

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Three Months Ended December 31, 2023

Three Months Ended March 31, 2024

Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated

4 unchanged sentences

(in millions, except per share data)

Balance as of December 31, 2023 5 $ 1,615 1,836 $ 20,490 $ ( 139 ) $ 18,422 $ ( 655 ) $ 39,733

Net income 4,663 4,663

Other comprehensive income (loss) ( 343 ) ( 343 )

VE territory covered losses ( 36 ) ( 36 )

Conversions to class A common stock — (1)

( 13 ) 1 13 —

Share-based compensation 242 242

Stock issued under equity plans 1 79 79

Shares withheld for taxes related to stock issued under equity plans — (1)

Cash dividends declared and paid, at a quarterly amount of $ 0.52 per class A common stock

( 1,060 ) ( 1,060 )

Repurchases of class A common stock ( 10 ) ( 106 ) ( 2,678 ) ( 2,784 )

Balance as of March 31, 2024 5 $ 1,602 1,828 $ 20,709 $ ( 175 ) $ 19,347 $ ( 998 ) $ 40,485

(1) Increase or decrease is less than one million.

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Six Months Ended March 31, 2024

Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated

Income Accumulated

Comprehensive

Income (Loss)

Shares Amount Shares Amount

(in millions, except per share data)

Balance as of September 30, 2023 5 $ 1,698 (1)

2 unchanged sentences

Other comprehensive income (loss) 319 319

VE territory covered losses incurred ( 24 ) ( 24 )

VE territory covered losses ( 60 ) ( 60 )

Recovery through conversion rate adjustment ( 25 ) 25 —

7 unchanged sentences

Repurchases of class A common stock ( 25 ) ( 267 ) ( 6,126 ) ( 6,393 )

Balance as of December 31, 2023 5 $ 1,615 (1)

Balance as of March 31, 2024 5 $ 1,602 (1)

1,828 $ 20,709 $ ( 175 ) $ 19,347 $ ( 998 ) $ 40,485

(1) As of December 31, 2023 and September 30, 2023, the book value of series A preferred stock was $ 398 million and $ 456 million, respectively.

(1) As of March 31, 2024 and September 30, 2023, the book value of series A preferred stock was $ 385 million and $ 456 million, respectively.

See Note 5—U.S.

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(in millions)

6 unchanged sentences

Deferred income taxes ( 86 ) ( 68 )

VE territory covered losses incurred ( 27 ) ( 24 )

VE territory covered losses ( 24 ) ( 60 )

(Gains) losses on equity investments, net 98 26

36 unchanged sentences

Accruals related to purchases of property, equipment and technology $ 60 $ 99

(1) For the three months ended December 31, 2024, the amount includes $ 1.1 billion of cash paid for federal transferable tax credits.

(1) For the six months ended March 31, 2025, the amount includes $ 1.3 billion of cash paid for federal transferable tax credits.

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

25 unchanged sentences

In December 2024, Visa acquired Featurespace Limited, a developer of real-time artificial intelligence payments protection technology that prevents and mitigates payments fraud and financial crime risks, for a purchase consideration of $ 946 million.

Due to the limited amount of time since the acquisition date, the initial allocation of the purchase price has not yet been completed.

On a provisional basis, the Company allocated $ 143 million of the purchase consideration to technology, customer relationships and deferred tax liabilities and the remaining $ 803 million to goodwill.

The Company expects to finalize the purchase price allocation once the information required to complete the accounting is available, but no later than one year from the acquisition date.

The Company allocated $ 152 million of the purchase consideration to technology, customer relationships, other net assets acquired and deferred tax liabilities and the remaining $ 794 million to goodwill.

Note 3—Revenue

2 unchanged sentences

Three Months Ended

March 31, Six Months Ended

2025 2024 2025 2024

(in millions)

2 unchanged sentences

Data processing revenue

4,701 4,259 9,446 8,615

International transaction revenue

3,291 2,984 6,733 6,003

Other revenue

937 756 1,849 1,448

Client incentives ( 3,734 ) ( 3,257 ) ( 7,531 ) ( 6,605 )

1 unchanged sentence

Three Months Ended

March 31, Six Months Ended

2025 2024 2025 2024

(in millions)

2 unchanged sentences

$ 9,594 $ 8,775 $ 19,104 $ 17,409

For the three months ended December 31, 2024 and 2023, revenue from value-added services was $ 2.4 billion and $ 2.1 billion, respectively.

For the three months ended March 31, 2025 and 2024, revenue from value-added services was $ 2.6 billion and $ 2.1 billion, respectively.

For the six months ended March 31, 2025 and 2024, revenue from value-added services was $ 5.0 billion and $ 4.2 billion, respectively.

Revenue from value-added services is recognized within data processing, other and service revenue.

Remaining performance obligations are comprised of deferred revenue and contract revenue that will be invoiced and recognized as revenue in future periods primarily related to value-added services.

As of December 31, 2024, the remaining performance obligations were $ 4.3 billion.

As of March 31, 2025, the remaining performance obligations were $ 4.5 billion.

The Company expects approximately half to be recognized as revenue in the next two years and the remaining thereafter.

22 unchanged sentences

litigation escrow account:

Three Months Ended

Six Months Ended

(in millions)

1 unchanged sentence

$ 3,089 $ 1,764

Deposits into the U.S.

litigation escrow account 375 —

Payments to opt-out merchants (1) , net of interest earned on escrow funds

( 538 ) ( 180 )

Balance as of end of period

9 unchanged sentences

The following table presents the activities related to VE territory covered losses in the preferred stock and right to recover for covered losses within stockholders’ equity:

Three Months Ended

December 31, 2024

Six Months Ended

March 31, 2025

Preferred Stock Right to Recover for Covered Losses

3 unchanged sentences

$ 104 $ 387 $ ( 104 )

VE territory covered losses incurred (1)

VE territory covered losses (1)

Recovery through conversion rate adjustment

2 unchanged sentences

$ 99 $ 384 $ ( 120 )

Three Months Ended

December 31, 2023

Six Months Ended

March 31, 2024

Preferred Stock Right to Recover for Covered Losses

3 unchanged sentences

$ 441 $ 801 $ ( 140 )

VE territory covered losses incurred (1)

VE territory covered losses (1)

Recovery through conversion rate adjustment

2 unchanged sentences

$ 419 $ 798 $ ( 175 )

(1) VE territory covered losses incurred reflect litigation provision for settlements with merchants and additional legal costs.

(1) VE territory covered losses reflect litigation provision for settlements with merchants and additional legal costs.

See Note 13—Legal Matters .

The following table presents the as-converted value of the preferred stock available to recover VE territory covered losses compared to the book value of preferred stock recorded within the Company’s consolidated balance sheets:

December 31, 2024 September 30, 2024

March 31, 2025 September 30, 2024

As-converted Value of Preferred Stock (1),(2)

10 unchanged sentences

As-converted and book values are based on unrounded numbers.

(2) As of December 31, 2024, the as-converted value of preferred stock is calculated as the product of:

(2) As of March 31, 2025, the as-converted value of preferred stock is calculated as the product of:

(a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively;

11 unchanged sentences

2025 September 30,

2024 December 31,

2024 March 31,

2025 September 30,

30 unchanged sentences

The amortized cost, unrealized gains and losses and fair value of debt securities were as follows:

December 31, 2024

March 31, 2025

Cost Gross Unrealized Fair

15 unchanged sentences

Equity Securities

For the three months ended December 31, 2024 and 2023, the Company recognized net unrealized losses of $ 83 million and net unrealized gains of $ 36 million, respectively, on marketable and non-marketable equity securities held as of period end.

For the three months ended March 31, 2025 and 2024, the Company recognized net unrealized losses of $ 23 million for both periods on marketable and non-marketable equity securities held as of period end.

For the six months ended March 31, 2025 and 2024, the Company recognized net unrealized losses of $ 33 million and net unrealized gains of $ 13 million, respectively, on marketable and non-marketable equity securities held as of period end.

Fair value measurement alternative.

12 unchanged sentences

Three Months Ended

March 31, Six Months Ended

2025 2024 2025 2024

(in millions)

1 unchanged sentence

Downward adjustments, including impairment

$ ( 31 ) $ ( 15 ) $ ( 49 ) $ ( 15 )

Other Fair Value Disclosures

2 unchanged sentences

If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy.

As of December 31, 2024, the carrying value and estimated fair value of debt was $ 20.6 billion and $ 18.4 billion, respectively.

As of March 31, 2025, the carrying value and estimated fair value of debt was $ 20.8 billion and $ 18.7 billion, respectively.

As of September 30, 2024, the carrying value and estimated fair value of debt was $ 20.8 billion and $ 19.2 billion, respectively.

Other financial instruments not measured at fair value.

As of December 31, 2024, the carrying values of settlement receivable and payable and customer collateral are an approximate fair value due to their generally short maturities.

As of March 31, 2025, the carrying values of settlement receivable and payable and customer collateral are an approximate fair value due to their generally short maturities.

If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy.

2 unchanged sentences

The Company performed an annual impairment review of its indefinite-lived intangible assets and goodwill as of February 1, 2025, and concluded there was no impairment as of that date.

No recent events or changes in circumstances indicated that impairment existed as of December 31, 2024 .

No recent events or changes in circumstances indicated that impairment existed as of March 31, 2025 .

The Company had outstanding debt as follows:

49 unchanged sentences

The Company’s settlement exposure is limited to the amount of unsettled Visa payment transactions at any point in time, which vary significantly day to day.

For the three months ended December 31, 2024, the Company’s maximum daily settlement exposure was $ 153.4 billion and the average daily settlement exposure was $ 89.7 billion.

To mitigate the risk of settlement exposure, the Company has various forms of collateral including restricted cash,

letters of credit, guarantees, beneficial rights to trust assets and pledged securities.

As of December 31, 2024, the Company had total collateral of $ 7.9 billion.

For the six months ended March 31, 2025, the Company’s maximum daily settlement exposure was $ 153.4 billion and the average daily settlement exposure was $ 88.4 billion.

To mitigate the risk of settlement exposure, the Company has various forms of collateral including restricted cash, letters of credit, guarantees, beneficial rights to trust assets and pledged securities.

As of March 31, 2025, the Company had total collateral of $ 8.3 billion.

Note 9—Stockholders’ Equity

1 unchanged sentence

The number of shares outstanding, and the number of shares of class A common stock on an as-converted basis were as follows:

December 31, 2024 September 30, 2024

March 31, 2025 September 30, 2024

Outstanding Conversion Rate Into

21 unchanged sentences

Reduction in as-converted shares.

The following table presents the reduction in the number of as-converted class B-1 and B-2 common stock after deposits into the U.S.

litigation escrow account under the U.S.

retrospective responsibility plan:

Six Months Ended

(in millions, except per share data)

Reduction in equivalent number of class A common stock 1 —

Effective price per share (1)

Deposits into the U.S.

litigation escrow account

(1) Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificate of incorporation.

The following table presents the reduction in the number of as-converted series B and C preferred stock after the Company recovered VE territory covered losses through conversion rate adjustments under the Europe retrospective responsibility plan:

Three Months Ended

December 31, 2024 Three Months Ended

December 31, 2023

Six Months Ended

March 31, 2025 Six Months Ended

March 31, 2024

Series B Series C Series B Series C

10 unchanged sentences

Three Months Ended

March 31, Six Months Ended

2025 2024 2025 2024

(in millions, except per share data)

7 unchanged sentences

Average repurchase cost per share and total cost are calculated based on unrounded numbers and include applicable taxes.

As of December 31, 2024, shares repurchased in the open market include $ 70 million unsettled repurchases.

As of March 31, 2025, shares repurchased in the open market include $ 61 million unsettled repurchases.

In October 2023, the Company’s board of directors authorized a share repurchase program of $ 25.0 billion, providing multi-year flexibility.

This authorization has no expiration date.

As of December 31, 2024, the Company’s share repurchase program had remaining authorized funds of $ 9.1 billion.

As of March 31, 2025, the Company’s share repurchase program had remaining authorized funds of $ 4.7 billion.

All share repurchase programs authorized prior to October 2023 have been completed.

For the three months ended December 31, 2024 and 2023, the Company declared and paid dividends of $ 1.2 billion and $ 1.1 billion, respectively.

On January 28, 2025, the Company’s board of directors declared a quarterly cash dividend of $ 0.59 per share of class A common stock (determined in the case of all other outstanding common and preferred stock on an as-converted basis), payable on March 3, 2025 to all holders of record as of February 11, 2025.

In April 2025, the Company’s board of directors authorized a new $ 30.0 billion share repurchase program, providing multi-year flexibility.

These authorizations have no expiration date.

For the three months ended March 31, 2025 and 2024, the Company declared and paid dividends of $ 1,164 million and $ 1,060 million, respectively.

For the six months ended March 31, 2025 and 2024, the Company declared and paid dividends of $ 2.3 billion and $ 2.1 billion, respectively.

On April 29, 2025, the Company’s board of directors declared a quarterly cash dividend of $ 0.59 per share of class A common stock (determined in the case of all other outstanding common and preferred stock on an as-converted basis), payable on June 2, 2025 to all holders of record as of May 13, 2025.

Class B common stock.

11 unchanged sentences

Three Months Ended

December 31, 2024

March 31, 2025

Basic Earnings Per Share Diluted Earnings Per Share

9 unchanged sentences

Net income $ 4,577

Six Months Ended

March 31, 2025

Basic Earnings Per Share Diluted Earnings Per Share

Outstanding (B) Earnings per

(in millions, except per share data)

Class A common stock $ 8,463 1,725 $ 4.90 $ 9,696 (3)

Class B-1 common stock 37 5 $ 7.68 $ 37 5 $ 7.67

Class B-2 common stock (4)

911 120 $ 7.57 $ 909 120 $ 7.56

Class C common stock 183 9 $ 19.62 $ 183 9 $ 19.59

Participating securities 102 Not presented Not presented $ 102 Not presented Not presented

Net income $ 9,696

Three Months Ended

December 31, 2023

March 31, 2024

Basic Earnings Per Share Diluted Earnings Per Share

7 unchanged sentences

Net income $ 4,663

Six Months Ended

March 31, 2024

Basic Earnings Per Share Diluted Earnings Per Share

Outstanding (B) Earnings per

(in millions, except per share data)

Class A common stock $ 7,408 1,582 $ 4.68 $ 9,553 (3)

Class B-1 common stock 1,825 245 $ 7.44 $ 1,823 245 $ 7.43

Class C common stock 176 9 $ 18.73 $ 176 9 $ 18.71

Participating securities 144 Not presented Not presented $ 144 Not presented Not presented

Net income $ 9,553

(1) Income allocation is based on the weighted-average number of as-converted class A common stock outstanding as shown in the table below.

2 unchanged sentences

(3) Diluted class A common stock earnings per share calculation includes the assumed conversion of any class B-1, B-2 and C common stock and participating securities on an as-converted basis as shown in the table below and the incremental common stock equivalents related to employee stock plans, as calculated under the treasury stock method.

The common stock equivalents were not material for the three months ended December 31, 2024 and 2023.

The common stock equivalents were not material for the three and six months ended March 31, 2025 and 2024.

(4) No shares of class B-2 common stock were outstanding prior to the class B-1 common stock exchange offer in May 2024.

2 unchanged sentences

Three Months Ended

March 31, Six Months Ended

2025 2024 2025 2024

(in millions)

6 unchanged sentences

Note 11—Share-based Compensation

The following table presents the equity awards granted to employees and non-employee directors under the amended and restated 2007 Equity Incentive Compensation Plan (EIP) for the three months ended December 31, 2024:

Granted Weighted-Average Grant Date Fair Value Weighted-Average Exercise Price

4 unchanged sentences

(1) Represents the maximum number of performance-based shares which could be earned.

For the three months ended December 31, 2024 and 2023, the Company recorded share-based compensation cost related to the EIP of $ 215 million and $ 200 million, respectively.

For the three months ended March 31, 2025 and 2024, the Company recorded share-based compensation cost related to the EIP of $ 250 million and $ 235 million, respectively.

For the six months ended March 31, 2025 and 2024, the Company recorded share-based compensation cost related to the EIP of $ 465 million and $ 435 million, respectively.

Note 12—Income Taxes

For the three months ended December 31, 2024 and 2023, the effective income tax rates were 17 % and 19 %, respectively.

The effective income tax rates differ due to various items including a change in the geographic mix of earnings.

For the three months ended December 31, 2024, the Company’s gross unrecognized tax benefits increased $ 93 million, and the Company’s net unrecognized tax benefits increased $ 12 million.

For the three and six months ended March 31, 2025, the effective income tax rates were 16 % and 17 %, respectively, and for the three and six months ended March 31, 2024, the effective income tax rates were 15 % and 17 %, respectively.

The effective income tax rates differ due to a change in the geographic mix of earnings as well as the following:

• For the three and six months ended March 31, 2025, a $ 222 million tax benefit as a result of a tax position taken on certain expenses, partially offset by a $ 71 million tax expense related to the resolution of a tax matter;

• For the three and six months ended March 31, 2024, a $ 184 million tax benefit as a result of the conclusion of an audit.

For the three and six months ended March 31, 2025, the Company’s gross unrecognized tax benefits increased $ 246 million and $ 339 million, respectively, and the Company’s net unrecognized tax benefits increased $ 88 million and $ 100 million, respectively.

The change in unrecognized tax benefits is related to various tax positions across several jurisdictions, including an increase in gross timing differences.

12 unchanged sentences

The following table summarizes the activity related to accrued litigation:

Three Months Ended

Six Months Ended

(in millions)

13 unchanged sentences

An accrual for the U.S.

covered litigation and a charge to the litigation provision are recorded when a loss is deemed to be probable and reasonably estimable.

covered litigation and a charge to the litigation provision are recorded when a loss is deemed to be probable

and reasonably estimable.

In making this determination, the Company evaluates available information, including but not limited to actions taken by the Company’s litigation committee.

6 unchanged sentences

covered litigation:

Three Months Ended

Six Months Ended

(in millions)

6 unchanged sentences

$ 1,976 $ 1,546

For the three months ended December 31, 2024, the Company recorded an additional accrual of $ 27 million to address claims associated with the interchange multidistrict litigation.

For the six months ended March 31, 2025, the Company recorded additional accruals of $ 1.0 billion and deposited $ 375 million into the U.S.

litigation escrow account to address claims associated with the interchange multidistrict litigation.

The accrual balance is consistent with the Company’s best estimate of its share of a probable and reasonably estimable loss with respect to the U.S.

12 unchanged sentences

The following table summarizes the accrual activity related to VE territory covered litigation:

Three Months Ended

Six Months Ended

(in millions)

7 unchanged sentences

On November 15, 2024, defendants served a motion for injunction compelling dismissal of claims by Intuit and Block.

On March 24, 2025, the magistrate judge recommended that the motion for injunction be denied, and defendants filed an objection to the magistrate judge’s recommendation.

On December 18, 2024, in the actions led by Target Corporation and by 7-Eleven, Inc., the U.S.

District Court for the Southern District of New York denied defendants’ motion for a revised summary judgment ruling based on Illinois Brick.

In the action led by Grubhub Holdings Inc., the U.S.

District Court for the Northern District of Illinois set a trial date.

Consumer Interchange Litigation

2 unchanged sentences

Europe Merchant Litigation

Since July 2013, proceedings have been commenced by more than 1,150 Merchants (the capitalized term “Merchant”, when used in this section, means a Merchant together with subsidiary/affiliate companies that are party to the same claim) against Visa Europe, Visa Inc.

and other Visa subsidiaries in the UK and other countries, primarily relating to interchange rates in Europe and, in some cases, relating to fees charged by Visa and certain Visa rules.

They seek damages for alleged anti-competitive conduct in relation to one or more of the following types of interchange fees for credit and debit card transactions:

UK domestic, other European domestic, intra-European Economic Area and/or other inter-regional.

As of the filing date, Visa has settled the claims asserted by over 950 Merchants, and there are approximately 150 Merchants with outstanding claims.

In addition, over 30 Merchants have threatened to commence similar proceedings.

Standstill agreements have been entered into with respect to some of those threatened Merchant claims, several of which have been settled.

While the amount of interchange being challenged could be substantial, these claims have not yet been filed and their full scope is not yet known.

The Company anticipates additional claims in the future.

On December 19, 2024 the UK Court of Appeal issued a decision restricting Merchant damages to six years preceding the claim filing.

The six-year limitation period will apply to all existing and future Merchant claims brought under English law in the Courts of England and Wales.

In April 2025, a trial was completed before the UK Competition Appeal Tribunal regarding the extent to which interchange fees were passed on by acquirers and merchants.

Other Litigation

The claimant in the class action in the Israel Central District Court filed a counter-response to Visa’s July 22, 2024 response and a preliminary hearing was held on February 26, 2025.

Other Litigation

Department of Justice

7 unchanged sentences

Two remaining cardholder actions were subsequently transferred to that court.

On December 27, 2024, plaintiffs in the consolidated cardholder actions filed an amended consolidated complaint.

On December 27, 2024,

plaintiffs in the consolidated cardholder actions filed an amended consolidated complaint.

On January 29, 2025, an additional putative class action brought on behalf of merchants was filed in the U.S.

District Court for the Southern District of New York.

District Court for the Southern District of New York, which was consolidated into the existing merchant consolidated complaint.

On February 24, 2025, Visa filed motions to dismiss the consolidated complaints by merchants and cardholders.

Visa also filed a motion to stay the litigation as to certain putative class representatives and certain claims in the merchant complaint, which was granted.

On March 28, 2025, Visa filed a motion in the U.S.

District Court for the Eastern District of New York to compel dismissal of certain claims asserted by certain putative class representatives.

Securities Class Action

6 unchanged sentences

The plaintiff seeks a ruling that this case may proceed as a class action, and seeks damages, attorneys’ fees, and costs.

On April 23, 2025, the court appointed Cai as lead representative plaintiff.

Derivative Cases

Between January 31, 2025, and March 27, 2025, three shareholder derivative actions were filed in the U.S.

District Court for the Northern District of California.

These actions are purportedly brought by shareholders on behalf of Visa Inc.

and against certain of its current and former directors and officers.

Collectively, the actions assert claims for breach of fiduciary duty and violations of Sections 10(b) and 14(a) of the Securities Exchange Act of 1934 for failing to disclose that Visa was in violation of U.S.

federal antitrust laws, as was alleged in the lawsuit filed by the U.S.

Department of Justice on September 24, 2024 (see U.S.

Department of Justice matter), as well as claims under Sections 20(a) and 21D of the Exchange Act and for unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, insider trading, and aiding and abetting.

Plaintiffs seek monetary damages, corporate governance changes and other equitable relief on behalf of Visa Inc.

in addition to attorneys’ fees and costs.

Debit Surcharge Class Action

4 unchanged sentences

Plaintiff asserts breach of contract, unjust enrichment and unfair competition claims, and seeks monetary damages, declaratory and injunctive relief.

On February 13, 2025, Visa filed a motion to dismiss the complaint.

ATM Access Fee Litigation

On December 6, 2024, plaintiffs in the Mackmin action filed a motion for final approval of the class action settlement with Visa and Mastercard.

MiCamp Solutions

On March 24, 2025, the court dismissed with prejudice MiCamp Solutions’ constitutional law claims, dismissed with leave to amend its federal and state antitrust claims and state data privacy law claims, and denied a motion for a temporary restraining order and preliminary injunction that MiCamp Solutions filed on March 6, 2025.

On April 14, 2025, MiCamp Solutions filed a second amended complaint alleging violations of federal and state antitrust and unfair competition laws based on Visa’s assessment of fees for non-compliance with its surcharge rules.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements