VISA INC. 10-Q

ITEM 1. Financial Statements (Unaudited) VISA CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, 2025 September 30, 2024 (in millions, except per share data) Assets Cash and cash equivalents $ 11,734 $ 11,975 Restricted cash equivalents—U.S. litigation escrow 2,926 3,089 Investment securities 2,017 3,200 Settlement receivable 4,244 4,454 Accounts receivable 2,719 2,561 Customer collateral 3,543 3,524 Current portion of client incentives 2,175 1,918 Prepaid expenses and other current assets 3,576 3,312 Total current assets 32,934 34,033 Investment securities 1,470 2,545 Client incentives 4,760 4,628 Property, equipment and technology, net 4,023 3,824 Goodwill 19,641 18,941 Intangible assets, net 26,408 26,889 Other assets 3,617 3,651 Total assets $ 92,853 $ 94,511 Liabilities Accounts payable $ 421 $ 479 Settlement payable 4,996 5,265 Customer collateral 3,543 3,524 Accrued compensation and benefits 1,225 1,538 Client incentives 9,665 9,075 Accrued liabilities 4,507 4,909 Current maturities of debt 3,948 — Accrued litigation 2,076 1,727 Total current liabilities 30,381 26,517 Long-term debt 16,814 20,836 Deferred tax liabilities 5,160 5,301 Other liabilities 2,468 2,720 Total liabilities 54,823 55,374 Commitments and contingencies (Note 13) Equity Preferred stock, $ 0.0001 par value, 5 shares issued and outstanding as of March 31, 2025 and September 30, 2024 880 1,031 Common stock, $ 0.0001 par value: 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 ) Additional paid-in capital 21,579 21,229 Accumulated income 16,518 17,289 Accumulated other comprehensive income (loss): Investment securities 14 30 Defined benefit pension and other postretirement plans ( 8 ) ( 16 ) Derivative instruments ( 206 ) ( 213 ) Foreign currency translation adjustments ( 627 ) ( 109 ) Total accumulated other comprehensive income (loss) ( 827 ) ( 308 ) Total equity 38,030 39,137 Total liabilities and equity $ 92,853 $ 94,511 See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 3 Table of Contents VISA CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED ) Three Months Ended March 31, Six Months Ended March 31, 2025 2024 2025 2024 (in millions, except per share data) Net revenue $ 9,594 $ 8,775 $ 19,104 $ 17,409 Operating Expenses Personnel 1,657 1,603 3,470 3,082 Marketing 381 338 687 631 Network and processing 224 189 431 370 Professional fees 173 160 316 291 Depreciation and amortization 305 249 587 496 General and administrative 419 452 900 792 Litigation provision 1,000 430 1,044 439 Total operating expenses 4,159 3,421 7,435 6,101 Operating income 5,435 5,354 11,669 11,308 Non-operating Income (Expense) Interest expense ( 158 ) ( 82 ) ( 340 ) ( 269 ) Investment income (expense) and other 161 241 309 516 Total non-operating income (expense) 3 159 ( 31 ) 247 Income before income taxes 5,438 5,513 11,638 11,555 Income tax provision 861 850 1,942 2,002 Net income $ 4,577 $ 4,663 $ 9,696 $ 9,553 Basic Earnings Per Share Class A common stock $ 2.32 $ 2.29 $ 4.90 $ 4.68 Class B-1 common stock $ 3.63 $ 3.63 $ 7.68 $ 7.44 Class B-2 common stock (1) $ 3.58 $ — $ 7.57 $ — Class C common stock $ 9.29 $ 9.16 $ 19.62 $ 18.73 Basic Weighted-average Shares Outstanding Class A common stock 1,721 1,579 1,725 1,582 Class B-1 common stock 5 245 5 245 Class B-2 common stock (1) 120 — 120 — Class C common stock 9 9 9 9 Diluted Earnings Per Share Class A common stock $ 2.32 $ 2.29 $ 4.90 $ 4.68 Class B-1 common stock $ 3.63 $ 3.63 $ 7.67 $ 7.43 Class B-2 common stock (1) $ 3.58 $ — $ 7.56 $ — Class C common stock $ 9.27 $ 9.15 $ 19.59 $ 18.71 Diluted Weighted-average Shares Outstanding Class A common stock 1,974 2,039 1,979 2,042 Class B-1 common stock 5 245 5 245 Class B-2 common stock (1) 120 — 120 — Class C common stock 9 9 9 9 (1) No shares of class B-2 common stock were outstanding prior to the class B-1 common stock exchange offer in May 2024. See Note 9—Stockholders’ Equity for further details. See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 4 Table of Contents VISA CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended March 31, Six Months Ended March 31, 2025 2024 2025 2024 (in millions) Net income $ 4,577 $ 4,663 $ 9,696 $ 9,553 Other comprehensive income (loss): Investment securities: Net unrealized gain (loss) 4 ( 8 ) ( 20 ) 50 Income tax effect ( 2 ) 1 4 ( 11 ) Defined benefit pension and other postretirement plans: Net unrealized actuarial gain (loss) and prior service credit (cost) 6 8 6 8 Income tax effect ( 1 ) ( 2 ) ( 1 ) ( 2 ) Reclassification adjustments 2 3 3 6 Income tax effect — ( 1 ) — ( 2 ) Derivative instruments: Net unrealized gain (loss) ( 130 ) 58 38 ( 19 ) Income tax effect 23 ( 7 ) ( 2 ) 9 Reclassification adjustments 10 ( 6 ) ( 32 ) 33 Income tax effect ( 4 ) 1 3 ( 8 ) Foreign currency translation adjustments: Translation adjustments 459 ( 357 ) ( 476 ) 231 Income tax effect 53 ( 33 ) ( 42 ) 24 Other comprehensive income (loss) 420 ( 343 ) ( 519 ) 319 Comprehensive income $ 4,997 $ 4,320 $ 9,177 $ 9,872 See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 5 Table of Contents VISA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) Three Months Ended March 31, 2025 Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated Income Accumulated Other Comprehensive Income (Loss) Total Equity Shares Amount Shares Amount (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) ( 7 ) ( 7 ) 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. 6 Table of Contents VISA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued) (UNAUDITED) Six Months Ended March 31, 2025 Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated Income Accumulated Other Comprehensive Income (Loss) Total Equity Shares Amount Shares Amount (in millions, except per share data) Balance as of September 30, 2024 5 $ 1,031 (1) 1,868 $ 21,229 $ ( 104 ) $ 17,289 $ ( 308 ) $ 39,137 Net income 9,696 9,696 Other comprehensive income (loss) ( 519 ) ( 519 ) VE territory covered losses ( 24 ) ( 24 ) Recovery through conversion rate adjustment ( 8 ) 8 — Conversions to class A common stock — (2) ( 143 ) 4 143 — Share-based compensation 483 483 Stock issued under equity plans 4 246 246 Shares withheld for taxes related to stock issued under equity plans ( 1 ) ( 242 ) ( 242 ) Cash dividends declared and paid, at a quarterly amount of $ 0.59 per class A common stock ( 2,334 ) ( 2,334 ) Repurchases of class A common stock ( 26 ) ( 280 ) ( 8,133 ) ( 8,413 ) Balance as of March 31, 2025 5 $ 880 (1) 1,849 $ 21,579 $ ( 120 ) $ 16,518 $ ( 827 ) $ 38,030 (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. and Europe Retrospective Responsibility Plans for the book value of series B convertible participating preferred stock (series B preferred stock) and series C convertible participating preferred stock (series C preferred stock). (2) Increase or decrease is less than one million. See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 7 Table of Contents VISA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued) (UNAUDITED) Three Months Ended March 31, 2024 Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated Income Accumulated Other Comprehensive Income (Loss) Total Equity Shares Amount Shares Amount (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) ( 9 ) ( 9 ) 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. 8 Table of Contents VISA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued) (UNAUDITED) Six Months Ended March 31, 2024 Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated Income Accumulated Other Comprehensive Income (Loss) Total Equity Shares Amount Shares Amount (in millions, except per share data) Balance as of September 30, 2023 5 $ 1,698 (1) 1,849 $ 20,452 $ ( 140 ) $ 18,040 $ ( 1,317 ) $ 38,733 Net income 9,553 9,553 Other comprehensive income (loss) 319 319 VE territory covered losses ( 60 ) ( 60 ) Recovery through conversion rate adjustment ( 25 ) 25 — Conversions to class A common stock — (2) ( 71 ) 2 71 — Share-based compensation 451 451 Stock issued under equity plans 3 183 183 Shares withheld for taxes related to stock issued under equity plans ( 1 ) ( 181 ) ( 181 ) Cash dividends declared and paid, at a quarterly amount of $ 0.52 per class A common stock ( 2,120 ) ( 2,120 ) Repurchases of class A common stock ( 25 ) ( 267 ) ( 6,126 ) ( 6,393 ) Balance as of March 31, 2024 5 $ 1,602 (1) 1,828 $ 20,709 $ ( 175 ) $ 19,347 $ ( 998 ) $ 40,485 (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. and Europe Retrospective Responsibility Plans for the book value of series B and series C preferred stock. (2) Increase or decrease is less than one million. See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 9 Table of Contents VISA CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended March 31, 2025 2024 (in millions) Operating Activities Net income $ 9,696 $ 9,553 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Client incentives 7,531 6,605 Share-based compensation 483 451 Depreciation and amortization 587 496 Deferred income taxes ( 86 ) ( 68 ) VE territory covered losses ( 24 ) ( 60 ) (Gains) losses on equity investments, net 98 26 Other 65 58 Change in operating assets and liabilities: Settlement receivable 132 ( 1,335 ) Accounts receivable ( 156 ) 34 Client incentives ( 7,190 ) ( 7,088 ) Other assets ( 400 ) ( 258 ) Accounts payable ( 45 ) ( 25 ) Settlement payable ( 155 ) 1,143 Accrued and other liabilities ( 796 ) ( 1,479 ) Accrued litigation 351 99 Net cash provided by (used in) operating activities 10,091 8,152 Investing Activities Purchases of property, equipment and technology ( 672 ) ( 548 ) Purchases of investment securities — ( 3,686 ) Proceeds from maturities and sales of investment securities 2,268 2,145 Acquisitions, net of cash and restricted cash acquired ( 887 ) ( 915 ) Purchases of other investments ( 24 ) ( 14 ) Other investing activities ( 25 ) ( 47 ) Net cash provided by (used in) investing activities 660 ( 3,065 ) Financing Activities Repurchases of class A common stock ( 8,607 ) ( 6,338 ) Dividends paid ( 2,334 ) ( 2,120 ) Proceeds from stock issued under equity plans 246 183 Taxes paid related to stock issued under equity plans ( 242 ) ( 181 ) Other financing activities ( 198 ) 203 Net cash provided by (used in) financing activities ( 11,135 ) ( 8,253 ) Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents ( 243 ) 124 Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents ( 627 ) ( 3,042 ) Cash, cash equivalents, restricted cash and restricted cash equivalents as of beginning of period 19,763 21,990 Cash, cash equivalents, restricted cash and restricted cash equivalents as of end of period $ 19,136 $ 18,948 Supplemental Disclosure Cash paid for income taxes, net (1) $ 3,055 $ 3,658 Interest payments on debt $ 261 $ 261 Accruals related to purchases of property, equipment and technology $ 60 $ 99 (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. 10 Table of Contents VISA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1—Summary of Significant Accounting Policies Organization. Visa Inc., together with its subsidiaries (Visa or the Company), is a global payments technology company that facilitates global commerce and money movement across more than 200 countries and territories. Visa operates one of the world’s largest electronic payments networks — VisaNet — which provides transaction processing services, primarily authorization, clearing and settlement. The Company offers products, solutions and services that facilitate secure, reliable and efficient money movement for participants in the ecosystem. Visa is not a financial institution and does not issue cards, extend credit or set rates and fees for account holders of Visa products. In most cases, account holder and merchant relationships belong to, and are managed by, Visa’s financial institution clients. Consolidation and basis of presentation. The accompanying unaudited consolidated financial statements include the accounts of Visa and its consolidated entities and are presented in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company consolidates entities for which it has a controlling financial interest, including variable interest entities (VIEs) for which the Company is the primary beneficiary. The Company’s investments in VIEs have not been material to its unaudited consolidated financial statements as of and for the periods presented. Intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements are presented in accordance with the U.S. Securities and Exchange Commission (SEC) requirements for Quarterly Reports on Form 10-Q and, consequently, do not include all of the annual disclosures required by U.S. GAAP. Reference should be made to Visa’s Annual Report on Form 10-K for the year ended September 30, 2024 for additional disclosures, including a summary of the Company’s significant accounting policies. In the opinion of management, the accompanying unaudited consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods are not necessarily indicative of results for the full year. Use of estimates. The preparation of the accompanying unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and reported amounts of revenue and expenses during the reporting period. These estimates may change as new events occur and additional information is obtained, and will be recognized in the period in which such changes occur. Future actual results could differ materially from these estimates. Note 2—Acquisitions 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. 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. 11 Table of Contents Note 3—Revenue The nature, amount, timing and uncertainty of the Company’s revenue and cash flows and how they are affected by economic factors are most appropriately depicted through the Company’s revenue categories and geographical markets. The following tables disaggregate the Company’s net revenue by revenue category and by geography: Three Months Ended March 31, Six Months Ended March 31, 2025 2024 2025 2024 (in millions) Service revenue $ 4,399 $ 4,033 $ 8,607 $ 7,948 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 ) Net revenue $ 9,594 $ 8,775 $ 19,104 $ 17,409 Three Months Ended March 31, Six Months Ended March 31, 2025 2024 2025 2024 (in millions) U.S. $ 3,811 $ 3,643 $ 7,549 $ 7,288 International 5,783 5,132 11,555 10,121 Net revenue $ 9,594 $ 8,775 $ 19,104 $ 17,409 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 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. However, the amount and timing of revenue recognition is affected by several factors, including contract modifications and terminations, which could impact the estimate of amounts allocated to remaining performance obligations and when such revenue could be recognized. 12 Table of Contents Note 4—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported on the consolidated balance sheets that aggregate to the beginning and ending balances shown in the consolidated statements of cash flows as follows: March 31, 2025 September 30, 2024 (in millions) Cash and cash equivalents $ 11,734 $ 11,975 Restricted cash and restricted cash equivalents: U.S. litigation escrow 2,926 3,089 Customer collateral 3,543 3,524 Prepaid expenses and other current assets 933 1,175 Cash, cash equivalents, restricted cash and restricted cash equivalents $ 19,136 $ 19,763 Note 5—U.S. and Europe Retrospective Responsibility Plans U.S. Retrospective Responsibility Plan Under the terms of the U.S. retrospective responsibility plan, the Company maintains an escrow account from which settlements of, or judgments in, certain litigation (U.S. covered litigation) are paid. The accrual related to the U.S. covered litigation could be either higher or lower than the U.S. litigation escrow account balance. See Note 13—Legal Matters . The following table presents the changes in the U.S. litigation escrow account: Six Months Ended March 31, 2025 2024 (in millions) Balance as of beginning of period $ 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 $ 2,926 $ 1,584 (1) These payments are associated with the interchange multidistrict litigation. See Note 13—Legal Matters . Europe Retrospective Responsibility Plan Visa Inc., Visa International and Visa Europe are parties to certain existing and potential litigation relating to the setting of multilateral interchange fee rates in the Visa Europe territory (VE territory covered litigation). Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover certain losses resulting from VE territory covered litigation (VE territory covered losses) through a periodic adjustment to the class A common stock conversion rates applicable to the series B and C preferred stock. VE territory covered losses are recorded in right to recover for covered losses, a contra-equity account within stockholders’ equity, before the corresponding adjustment to the applicable conversion rate is effected. Adjustments to the conversion rate may be executed once in any six-month period unless a single, individual loss greater than € 20 million is incurred, in which case, the six-month limitation does not apply. When the adjustment to the conversion rate is made, the amount previously recorded in right to recover for covered losses is then recorded against the book value of the preferred stock within stockholders’ equity. 13 Table of Contents 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: Six Months Ended March 31, 2025 Preferred Stock Right to Recover for Covered Losses Series B Series C (in millions) Balance as of beginning of period $ 104 $ 387 $ ( 104 ) VE territory covered losses (1) — — ( 24 ) Recovery through conversion rate adjustment ( 5 ) ( 3 ) 8 Balance as of end of period $ 99 $ 384 $ ( 120 ) Six Months Ended March 31, 2024 Preferred Stock Right to Recover for Covered Losses Series B Series C (in millions) Balance as of beginning of period $ 441 $ 801 $ ( 140 ) VE territory covered losses (1) — — ( 60 ) Recovery through conversion rate adjustment ( 22 ) ( 3 ) 25 Balance as of end of period $ 419 $ 798 $ ( 175 ) (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: March 31, 2025 September 30, 2024 As-converted Value of Preferred Stock (1),(2) Book Value of Preferred Stock (1) As-converted Value of Preferred Stock (1),(3) Book Value of Preferred Stock (1) (in millions) Series B preferred stock $ 866 $ 99 $ 684 $ 104 Series C preferred stock 1,973 384 1,550 387 Total 2,839 483 2,234 491 Less: right to recover for covered losses ( 120 ) ( 120 ) ( 104 ) ( 104 ) Total recovery for covered losses available $ 2,719 $ 363 $ 2,130 $ 387 (1) Figures in the table may not recalculate exactly due to rounding. As-converted and book values are based on unrounded numbers. (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; (b) 0.9960 and 1.7830 , the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $ 350.46 , Visa’s class A common stock closing stock price. (3) As of September 30, 2024, 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; (b) 1.0030 and 1.7860 , the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $ 274.95 , Visa’s class A common stock closing stock price. 14 Table of Contents Note 6—Fair Value Measurements and Investments Assets and Liabilities Measured at Fair Value on a Recurring Basis Fair Value Measurements Using Inputs Considered as Level 1 Level 2 March 31, 2025 September 30, 2024 March 31, 2025 September 30, 2024 (in millions) Assets Cash equivalents and restricted cash equivalents: Money market funds $ 9,438 $ 10,403 $ — $ — U.S. Treasury securities 7 7 — — Investment securities: Marketable equity securities 314 301 — — U.S. government-sponsored debt securities — — 305 496 U.S. Treasury securities 2,868 4,948 — — Other current and non-current assets: Money market funds 27 25 — — Derivative instruments — — 194 103 Total $ 12,654 $ 15,684 $ 499 $ 599 Liabilities Accrued compensation and benefits: Deferred compensation liability $ 235 $ 238 $ — $ — Accrued and other liabilities: Derivative instruments — — 252 226 Total $ 235 $ 238 $ 252 $ 226 Level 1 assets and liabilities. Money market funds, U.S. Treasury securities and marketable equity securities are classified as Level 1 within the fair value hierarchy, as fair value is based on unadjusted quoted prices in active markets for identical assets. The Company’s deferred compensation liability is measured at fair value based on marketable equity securities held under the deferred compensation plan. Level 2 assets and liabilities. The fair value of U.S. government-sponsored debt securities, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. Derivative instruments are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data. U.S. Government-sponsored Debt Securities and U.S. Treasury Securities The amortized cost, unrealized gains and losses and fair value of debt securities were as follows: March 31, 2025 Amortized Cost Gross Unrealized Fair Value Gains Losses (in millions) U.S. government-sponsored debt securities $ 303 $ 2 $ — $ 305 U.S. Treasury securities 2,858 17 — 2,875 Total $ 3,161 $ 19 $ — $ 3,180 15 Table of Contents September 30, 2024 Amortized Cost Gross Unrealized Fair Value Gains Losses (in millions) U.S. government-sponsored debt securities $ 492 $ 4 $ — $ 496 U.S. Treasury securities 4,920 40 ( 5 ) 4,955 Total $ 5,412 $ 44 $ ( 5 ) $ 5,451 The stated maturities of debt securities were as follows: March 31, 2025 (in millions) Due within one year $ 1,789 Due after one year through five years 1,391 Total $ 3,180 Equity Securities 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. The Company’s investments in privately held companies do not have readily determinable fair values. These investments are measured at fair value on a non-recurring basis and are classified as Level 3 due to the absence of quoted market prices, the inherent lack of liquidity and the fact that significant inputs used to measure fair value are unobservable and require management’s judgment. The following table summarizes the Company’s non-marketable equity securities held as of period end that were accounted for using the fair value measurement alternative: March 31, 2025 September 30, 2024 (in millions) Initial cost basis $ 702 $ 711 Adjustments: Upward adjustments 850 910 Downward adjustments, including impairment ( 494 ) ( 465 ) Carrying amount $ 1,058 $ 1,156 Unrealized gains and losses of the Company’s non-marketable equity securities held as of period end that were accounted for using the fair value measurement alternative were as follows: Three Months Ended March 31, Six Months Ended March 31, 2025 2024 2025 2024 (in millions) Upward adjustments $ 7 $ — $ 7 $ 9 Downward adjustments, including impairment $ ( 31 ) $ ( 15 ) $ ( 49 ) $ ( 15 ) 16 Table of Contents Other Fair Value Disclosures Debt. Debt instruments are measured at amortized cost on the Company’s consolidated balance sheets. The fair value of the debt instruments, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, instruments. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy. 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 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. Non-financial assets. Certain non-financial assets such as goodwill, intangible assets and property, equipment and technology are subject to non-recurring fair value measurements if they are deemed to be impaired. 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 March 31, 2025 . 17 Table of Contents Note 7—Debt The Company had outstanding debt as follows: March 31, 2025 September 30, 2024 Effective Interest Rate (1) (in millions, except percentages) U.S. dollar notes 3.15 % Senior Notes due December 2025 $ 4,000 $ 4,000 3.26 % 1.90 % Senior Notes due April 2027 1,500 1,500 2.02 % 0.75 % Senior Notes due August 2027 500 500 0.84 % 2.75 % Senior Notes due September 2027 750 750 2.91 % 2.05 % Senior Notes due April 2030 1,500 1,500 2.13 % 1.10 % Senior Notes due February 2031 1,000 1,000 1.20 % 4.15 % Senior Notes due December 2035 1,500 1,500 4.23 % 2.70 % Senior Notes due April 2040 1,000 1,000 2.80 % 4.30 % Senior Notes due December 2045 3,500 3,500 4.37 % 3.65 % Senior Notes due September 2047 750 750 3.73 % 2.00 % Senior Notes due August 2050 1,750 1,750 2.09 % Euro notes 1.50 % Senior Notes due June 2026 1,464 1,513 1.71 % 2.00 % Senior Notes due June 2029 1,085 1,120 2.13 % 2.375 % Senior Notes due June 2034 705 728 2.53 % Total debt 21,004 21,111 Unamortized discounts and debt issuance costs ( 132 ) ( 142 ) Hedge accounting fair value adjustments (2) ( 110 ) ( 133 ) Total carrying value of debt $ 20,762 $ 20,836 Reported as: Current maturities of debt $ 3,948 $ — Long-term debt 16,814 20,836 Total carrying value of debt $ 20,762 $ 20,836 (1) Effective interest rates disclosed do not reflect hedge accounting adjustments. (2) Represents the fair value of interest rate swap agreements entered into on a portion of the outstanding senior notes. Note 8—Settlement Guarantee Management The Company indemnifies its clients for settlement losses suffered due to failure of any other client to fund its settlement obligations in accordance with the Visa operating rules. This indemnification creates settlement risk for the Company due to the difference in timing between the date of a payment transaction and the date of subsequent settlement. The Company maintains and regularly reviews global settlement risk policies and procedures to manage settlement risk, which may require clients to post collateral if certain credit standards are not met. Historically, the Company has experienced minimal losses as a result of its settlement risk guarantee. However, the Company’s future obligations, which could be material under its guarantees, are not determinable as they are dependent upon future events. 18 Table of Contents 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 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 As-converted class A common stock. The number of shares outstanding, and the number of shares of class A common stock on an as-converted basis were as follows: March 31, 2025 September 30, 2024 Shares Outstanding Conversion Rate Into Class A Common Stock As-converted Class A Common Stock (1) Shares Outstanding Conversion Rate Into Class A Common Stock As-converted Class A Common Stock (1) (in millions, except conversion rate) Series A preferred stock — (2) 100.0000 7 — (2) 100.0000 9 Series B preferred stock 2 0.9960 2 2 1.0030 2 Series C preferred stock 3 1.7830 6 3 1.7860 6 Class A common stock 1,715 — 1,715 1,733 — 1,733 Class B-1 common stock 5 1.5609 (3) 8 5 1.5653 (3) 8 Class B-2 common stock 120 1.5342 (3) 185 120 1.5430 (3) 186 Class C common stock 9 4.0000 36 10 4.0000 39 Total 1,959 1,983 (1) Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers. (2) The number of shares outstanding was less than one million. (3) The class B-1 and class B-2 to class A common stock conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal. Conversion rates are presented on a rounded basis. 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 March 31, 2025 2024 (in millions, except per share data) Reduction in equivalent number of class A common stock 1 — Effective price per share (1) $ 346.79 $ — Deposits into the U.S. litigation escrow account $ 375 $ — (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. 19 Table of Contents 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: Six Months Ended March 31, 2025 Six Months Ended March 31, 2024 Series B Series C Series B Series C (in millions, except per share data) Reduction in equivalent number of class A common stock — (1) — (1) — (1) — (1) Effective price per share (2) $ 312.39 $ 312.39 $ 254.32 $ 254.32 Recovery through conversion rate adjustment $ 5 $ 3 $ 22 $ 3 (1) The reduction in equivalent number of class A common stock was less than one million shares. (2) 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 certificates of designations for its series B and C preferred stock. Common stock repurchases. The following table presents share repurchases in the open market: Three Months Ended March 31, Six Months Ended March 31, 2025 2024 2025 2024 (in millions, except per share data) Shares repurchased in the open market (1) 13 10 26 25 Average repurchase cost per share (2) $ 340.26 $ 280.41 $ 320.47 $ 255.09 Total cost (2) $ 4,473 $ 2,784 $ 8,413 $ 6,393 (1) Shares repurchased in the open market are retired and constitute authorized but unissued shares. (2) Figures in the table may not recalculate exactly due to rounding. Average repurchase cost per share and total cost are calculated based on unrounded numbers and include applicable taxes. 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. 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. 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. Dividends. 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. In January 2024, Visa’s common stockholders approved amendments to the Company’s certificate of incorporation that authorized Visa to implement an exchange offer program that released transfer restrictions on portions of the Company’s class B common stock by allowing holders to exchange a portion of their outstanding shares of class B common stock for shares of freely tradeable class C common stock. The certificate of incorporation amendments automatically redenominated all shares of class B common stock outstanding at the amendment date as class B-1 common stock with no changes to the par value, conversion features, rights or privileges. All references to class B common stock outstanding prior to January 23, 2024 have been updated in this report to class B-1 common stock to reflect this redenomination. The amendments also authorized new classes of class B common stock that will only be issuable in connection with an exchange offer where a preceding class of B common stock is tendered in exchange and retired. 20 Table of Contents Class B-1 common stock exchange offer . In May 2024, Visa accepted 241 million shares of class B-1 common stock tendered in the exchange offer. In exchange, Visa issued approximately 120 million shares of class B-2 common stock and 48 million shares of class C common stock. The class B-1 common shares exchanged have been retired and constitute authorized but unissued shares. Future conversion rate adjustments for the class B-2 common stock will have double the impact compared to conversion rate adjustments for the class B-1 common stock. Note 10—Earnings Per Share The following tables present earnings per share: Three Months Ended March 31, 2025 Basic Earnings Per Share Diluted Earnings Per Share Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) (in millions, except per share data) Class A common stock $ 3,996 1,721 $ 2.32 $ 4,577 (3) 1,974 (3) $ 2.32 Class B-1 common stock 18 5 $ 3.63 $ 18 5 $ 3.63 Class B-2 common stock (4) 431 120 $ 3.58 $ 430 120 $ 3.58 Class C common stock 85 9 $ 9.29 $ 85 9 $ 9.27 Participating securities 47 Not presented Not presented $ 47 Not presented Not presented Net income $ 4,577 Six Months Ended March 31, 2025 Basic Earnings Per Share Diluted Earnings Per Share Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) (in millions, except per share data) Class A common stock $ 8,463 1,725 $ 4.90 $ 9,696 (3) 1,979 (3) $ 4.90 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 March 31, 2024 Basic Earnings Per Share Diluted Earnings Per Share Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) (in millions, except per share data) Class A common stock $ 3,616 1,579 $ 2.29 $ 4,663 (3) 2,039 (3) $ 2.29 Class B-1 common stock 892 245 $ 3.63 $ 891 245 $ 3.63 Class C common stock 85 9 $ 9.16 $ 85 9 $ 9.15 Participating securities 70 Not presented Not presented $ 70 Not presented Not presented Net income $ 4,663 21 Table of Contents Six Months Ended March 31, 2024 Basic Earnings Per Share Diluted Earnings Per Share Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) (in millions, except per share data) Class A common stock $ 7,408 1,582 $ 4.68 $ 9,553 (3) 2,042 (3) $ 4.68 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) Figures in the table may not recalculate exactly due to rounding. Basic and diluted earnings per share are calculated based on unrounded numbers. (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 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. See Note 9—Stockholders’ Equity for further details. The following table presents the weighted-average number of as-converted class A common stock outstanding: Three Months Ended March 31, Six Months Ended March 31, 2025 2024 2025 2024 (in millions) Class B-1 common stock 8 390 8 390 Class B-2 common stock (1) 186 — 186 — Class C common stock 37 37 37 38 Participating securities 20 31 21 31 (1) No shares of class B-2 common stock were outstanding prior to the class B-1 common stock exchange offer in May 2024. See Note 9—Stockholders’ Equity for further details. 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 six months ended March 31, 2025: Granted Weighted-Average Grant Date Fair Value Weighted-Average Exercise Price Non-qualified stock options 643,847 $ 73.55 $ 311.85 Restricted stock units 2,529,698 $ 312.07 Performance-based shares (1) 476,480 $ 345.65 (1) Represents the maximum number of performance-based shares which could be earned. 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. 22 Table of Contents Note 12—Income Taxes 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; and • 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. The Company’s tax filings are subject to examination by U.S. federal, state and foreign taxing authorities. The timing and outcome of the final resolutions of the various ongoing income tax examinations and refund claims are uncertain. It is not reasonably possible to estimate the increase or decrease in unrecognized tax benefits within the next 12 months. Note 13—Legal Matters The Company is a party to various legal and regulatory proceedings. Some of these proceedings involve complex claims that are subject to substantial uncertainties and unascertainable damages. For those proceedings where a loss is determined to be only reasonably possible or probable but not estimable, the Company has disclosed the nature of the claim. Additionally, unless otherwise disclosed below with respect to these proceedings, the Company cannot provide an estimate of the possible loss or range of loss. Although the Company believes that it has strong defenses for the litigation and regulatory proceedings described below, it could, in the future, incur judgments or fines or enter into settlements of claims that could have a material adverse effect on the Company’s financial position, results of operations or cash flows. From time to time, the Company may engage in settlement discussions or mediations with respect to one or more of its outstanding litigation matters, either on its own behalf or collectively with other parties. The litigation accrual is an estimate and is based on management’s understanding of its litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management’s best estimate of incurred loss as of the balance sheet date. The following table summarizes the activity related to accrued litigation: Six Months Ended March 31, 2025 2024 (in millions) Balance as of beginning of period $ 1,727 $ 1,751 Provision for uncovered legal matters 25 310 Provision for covered legal matters 1,034 175 Payments for legal matters ( 710 ) ( 383 ) Balance as of end of period $ 2,076 $ 1,853 Accrual Summary—U.S. Covered Litigation Visa Inc., Visa U.S.A. and Visa International are parties to certain legal proceedings that are covered by the U.S. retrospective responsibility plan, which the Company refers to as the U.S. covered litigation. 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 23 Table of Contents 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. The total accrual related to the U.S. covered litigation could be either higher or lower than the escrow account balance. See further discussion below under U.S. Covered Litigation and Note 5—U.S. and Europe Retrospective Responsibility Plans. The following table summarizes the accrual activity related to U.S. covered litigation: Six Months Ended March 31, 2025 2024 (in millions) Balance as of beginning of period $ 1,537 $ 1,621 Provision for interchange multidistrict litigation 1,019 129 Payments for U.S. covered litigation ( 580 ) ( 204 ) Balance as of end of period $ 1,976 $ 1,546 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. covered litigation. While this estimate is consistent with the Company’s view of the current status of the litigation, the probable and reasonably estimable loss or range of such loss could materially vary based on developments in the litigation. The Company will continue to consider and reevaluate this estimate in light of the substantial uncertainties with respect to the litigation. The Company is unable to estimate a potential loss or range of loss, if any, at trial if negotiated resolutions cannot be reached. Accrual Summary—VE Territory Covered Litigation Visa Inc., Visa International and Visa Europe are parties to certain legal proceedings that are covered by the Europe retrospective responsibility plan. Unlike the U.S. retrospective responsibility plan, the Europe retrospective responsibility plan does not have an escrow account that is used to fund settlements or judgments. 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. An accrual for the VE territory covered losses and a reduction to stockholders’ equity will be recorded when the loss is deemed to be probable and reasonably estimable. See further discussion below under VE Territory Covered Litigation and Note 5—U.S. and Europe Retrospective Responsibility Plans . The following table summarizes the accrual activity related to VE territory covered litigation: Six Months Ended March 31, 2025 2024 (in millions) Balance as of beginning of period $ 72 $ 110 Provision for VE territory covered litigation 15 46 Payments for VE territory covered litigation ( 24 ) ( 144 ) Balance as of end of period $ 63 $ 12 U.S. Covered Litigation Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions Visa has reached settlements with a number of merchants representing approximately 79 % of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs. 24 Table of Contents 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 On December 30, 2024, the district court adopted the magistrate judge’s recommendation to deny defendants’ motion to compel arbitration and grant defendants’ motion to dismiss plaintiffs’ California law claims, and plaintiffs moved for reconsideration. VE Territory Covered Litigation 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 U.S. Department of Justice On December 16, 2024, Visa filed a motion to dismiss the complaint. U.S. Debit Class Actions On November 26, 2024, plaintiffs in the four putative class actions brought on behalf of merchants then-pending in the U.S. District Court for the Southern District of New York moved to consolidate their cases, appoint interim leadership, and enter an interim schedule, which the court granted. On December 16, 2024, those plaintiffs filed an amended consolidated complaint. On December 13, 2024, plaintiffs in three putative class actions brought on behalf of cardholders pending in or being transferred to the U.S. District Court for the Southern District of New York moved to consolidate their cases, appoint interim leadership and enter an interim schedule, which the court granted. Two remaining cardholder actions were subsequently transferred to that court. On December 27, 2024, 25 Table of Contents 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, 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. U.S. Securities Class Action On November 20, 2024, Beibei Cai filed a putative securities class action in the U.S. District Court for the Northern District of California against Visa Inc., and certain of our officers on behalf of all persons or entities who purchased or otherwise acquired publicly traded Visa securities between November 16, 2023 and September 23, 2024. The complaint alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 in 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). 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 On December 4, 2024, James Williams filed a putative class action in the U.S. District Court for the Northern District of California against Visa Inc. on behalf of a nationwide class of all persons in the United States who paid a surcharge when completing a purchase with a Visa debit card in a transaction with a merchant located in the United States since 2010. The complaint claims that Visa has failed to enforce its rules prohibiting merchants from surcharging those transactions, and that plaintiff and putative class members have been harmed as a result. 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. U.S. 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. 26 Table of Contents