What changed in this filing

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Item 1. Financial Statements

2025-07-30 compared with 2025-04-30 · 141 added, 104 removed, 785 unchanged (24% 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 March 31, 2025 and September 30, 2024

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

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

Class A common stock, 1,702 and 1,733 shares issued and outstanding as of June 30, 2025 and September 30, 2024, respectively

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

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

Right to recover for covered losses ( 118 ) ( 104 )

12 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

22 unchanged sentences

Class B-2 common stock $ 4.13 $ 3.82 $ 11.70 $ 11.25

$ 3.58 $ — $ 7.57 $ —

Class C common stock $ 10.78 $ 9.62 $ 30.39 $ 28.35

8 unchanged sentences

Class B-2 common stock $ 4.13 $ 3.81 $ 11.69 $ 11.24

$ 3.58 $ — $ 7.56 $ —

Class C common stock $ 10.77 $ 9.60 $ 30.35 $ 28.31

4 unchanged sentences

Class C common stock 9 29 9 16

(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.

1 unchanged sentence

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

22 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Three Months Ended March 31, 2025

Three Months Ended June 30, 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

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

Net income 5,272 5,272

2 unchanged sentences

Conversions to class A common stock — (1)

( 24 ) 1 24 —

Share-based compensation 223 223

1 unchanged sentence

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

( 12 ) ( 12 )

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

1 unchanged sentence

Repurchases of class A common stock ( 14 ) ( 148 ) ( 4,680 ) ( 4,828 )

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

Balance as of June 30, 2025 5 $ 871 1,836 $ 21,746 $ ( 118 ) $ 15,956 $ 209 $ 38,664

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Six Months Ended March 31, 2025

Nine Months Ended June 30, 2025

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

18 unchanged sentences

Repurchases of class A common stock ( 40 ) ( 428 ) ( 12,813 ) ( 13,241 )

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

Balance as of June 30, 2025 5 $ 871 (1)

1,836 $ 21,746 $ ( 118 ) $ 15,956 $ 209 $ 38,664

(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.

(1) As of June 30, 2025 and September 30, 2024, the book value of series A convertible participating preferred stock (series A preferred stock) was $ 388 million and $ 540 million, respectively.

See Note 5—U.S.

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Three Months Ended March 31, 2024

Three Months Ended June 30, 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

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

Net income 4,872 4,872

1 unchanged sentence

VE territory covered losses ( 21 ) ( 21 )

Recovery through conversion rate adjustment ( 156 ) 150 ( 6 )

Conversions to class A common stock — (1)

( 21 ) 91 21 —

Class B-1 common stock exchange offer ( 73 ) — (1)

Share-based compensation 211 211

4 unchanged sentences

Repurchases of class A common stock ( 17 ) ( 185 ) ( 4,585 ) ( 4,770 )

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

Balance as of June 30, 2024 5 $ 1,425 1,830 $ 20,832 $ ( 46 ) $ 18,578 $ ( 1,060 ) $ 39,729

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Six Months Ended March 31, 2024

Nine Months Ended June 30, 2024

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

12 unchanged sentences

( 92 ) 93 92 —

Class B-1 common stock exchange offer ( 73 ) — (2)

Share-based compensation 662 662

4 unchanged sentences

Repurchases of class A common stock ( 42 ) ( 452 ) ( 10,711 ) ( 11,163 )

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

Balance as of June 30, 2024 5 $ 1,425 (1)

1,830 $ 20,832 $ ( 46 ) $ 18,578 $ ( 1,060 ) $ 39,729

(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.

(1) As of June 30, 2024 and September 30, 2023, the book value of series A preferred stock was $ 364 million and $ 456 million, respectively.

See Note 5—U.S.

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

(in millions)

29 unchanged sentences

Dividends paid ( 3,488 ) ( 3,176 )

Proceeds from issuance of senior notes 3,924 —

Proceeds from stock issued under equity plans 341 267

14 unchanged sentences

Accruals related to purchases of property, equipment and technology $ 51 $ 30

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

(1) For the nine months ended June 30, 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.

8 unchanged sentences

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.

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.

2 unchanged sentences

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.

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 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.

2 unchanged sentences

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.

The preparation of the accompanying unaudited consolidated financial statements in conformity with 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.

8 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

11 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

3 unchanged sentences

$ 10,172 $ 8,900 $ 29,276 $ 26,309

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.

For the three months ended June 30, 2025 and 2024, revenue from value-added services was $ 2.8 billion and $ 2.2 billion, respectively.

For the nine months ended June 30, 2025 and 2024, revenue from value-added services was $ 7.8 billion and $ 6.4 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.

As of June 30, 2025, the remaining performance obligations were $ 4.7 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:

Six Months Ended

Nine Months Ended

(in millions)

15 unchanged sentences

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.

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

The following tables present the activities in the preferred stock and right to recover for covered losses within stockholders’ equity:

Nine Months Ended

June 30, 2025

Preferred Stock Right to Recover for Covered Losses

8 unchanged sentences

$ 99 $ 384 $ ( 118 )

Six Months Ended

March 31, 2024

Nine Months Ended

June 30, 2024

Preferred Stock Right to Recover for Covered Losses

10 unchanged sentences

See Note 13—Legal Matters .

(2) Adjustment to right to recover for covered losses for the conversion rate adjustment differs from the actual recovered amount due to differences in foreign exchange rates between the time the losses were incurred and the subsequent recovery through the conversion rate adjustment.

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)

June 30, 2025 September 30, 2024

As-converted Value (1),(2)

As-converted Value (1),(3)

(in millions)

5 unchanged sentences

(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:

As-converted value is based on unrounded numbers.

(2) As of June 30, 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 March 31,

2024 June 30,

2025 September 30,

30 unchanged sentences

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

March 31, 2025

June 30, 2025

Cost Gross Unrealized Fair

15 unchanged sentences

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.

For the three months ended June 30, 2025 and 2024, the Company recognized net unrealized losses of $ 7 million and $ 16 million, respectively, on marketable and non-marketable equity securities held as of period end.

For the nine months ended June 30, 2025 and 2024, the Company recognized net unrealized losses of $ 40 million and $ 3 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

June 30, Nine Months Ended

2025 2024 2025 2024

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

As of June 30, 2025, the carrying value and estimated fair value of debt was $ 25.1 billion and $ 23.2 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.

As of June 30, 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 March 31, 2025 .

No recent events or changes in circumstances indicated that impairment existed as of June 30, 2025.

The Company had outstanding debt as follows:

26 unchanged sentences

1,587 1,513 1.71 %

2.25 % Senior Notes due May 2028

1,469 — 2.57 %

2.00 % Senior Notes due June 2029

1,176 1,120 2.13 %

3.125 % Senior Notes due May 2033

1,176 — 3.20 %

2.375 % Senior Notes due June 2034

764 728 2.53 %

3.50 % Senior Notes due May 2037

3.875 % Senior Notes due May 2044

25,391 21,111

10 unchanged sentences

(2) Represents the fair value of interest rate swap agreements entered into on a portion of the outstanding senior notes.

In May 2025, the Company issued Euro-denominated fixed-rate senior notes in a public offering in an aggregate principal amount of € 3.5 billion ($ 3.9 billion), with maturities ranging between 3 and 19 years.

The 2028 Notes, 2033 Notes, 2037 Notes and 2044 Notes have interest rates of 2.25 %, 3.125 %, 3.50 % and 3.875 %, respectively.

Interest on these notes is payable annually on May 15 of each year, commencing May 15, 2026.

The net aggregate proceeds, after deducting discounts and debt issuance costs, were approximately € 3.5 billion ($ 3.9 billion).

The Company intends to use the net proceeds for general corporate purposes, which may include, among other things, the refinancing of existing indebtedness.

The Company’s outstanding senior notes are senior unsecured obligations of the Company, ranking equally and ratably among themselves and with the Company’s existing and future unsecured and unsubordinated debt.

The senior notes are not secured by any assets of the Company and are not guaranteed by any of the Company’s subsidiaries.

As of June 30, 2025, the Company was in compliance with all related covenants.

Each series of senior notes may be redeemed as a whole or in part at the Company’s option at any time at specified redemption prices.

In addition, each series of the Euro-denominated senior notes may be redeemed as a whole at specified redemption prices upon the occurrence of certain U.S.

Non-derivative Financial Instrument Designated as a Net Investment Hedge

The Company designated all of the € 3.5 billion Euro-denominated senior notes issued in May 2025, a non-derivative financial instrument, as a hedge against a portion of the Company’s Euro-denominated net investment in Visa Europe.

Note 8—Settlement Guarantee Management

5 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 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.

For the nine months ended June 30, 2025, the Company’s maximum daily settlement exposure was $ 153.4 billion and the average daily settlement exposure was $ 90.0 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.

As of June 30, 2025, the Company had total collateral of $ 8.5 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:

March 31, 2025 September 30, 2024

June 30, 2025 September 30, 2024

Outstanding Conversion Rate Into

24 unchanged sentences

retrospective responsibility plan:

Six Months Ended

Nine Months Ended

(in millions, except per share data)

5 unchanged sentences

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

Nine Months Ended

June 30, 2025 Nine Months Ended

June 30, 2024

Series B Series C Series B Series C

10 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

8 unchanged sentences

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.

As of June 30, 2025 and 2024, shares repurchased in the open market include unsettled repurchases of $ 61 million and $ 200 million, respectively.

In October 2023, the Company’s board of directors authorized a $ 25.0 billion share repurchase program and in April 2025, authorized an additional $ 30.0 billion share repurchase program, both 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.

As of June 30, 2025, the Company’s share repurchase program had remaining authorized funds of $ 29.8 billion.

All share repurchase programs authorized prior to April 2025 have been completed.

For the three months ended June 30, 2025 and 2024, the Company declared and paid dividends of $ 1,154 million and $ 1,056 million, respectively.

For the nine months ended June 30, 2025 and 2024, the Company declared and paid dividends of $ 3.5 billion and $ 3.2 billion, respectively.

On July 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 September 2, 2025 to all holders of record as of August 12, 2025.

Class B common stock.

11 unchanged sentences

Three Months Ended

March 31, 2025

June 30, 2025

Basic Earnings Per Share Diluted Earnings Per Share

5 unchanged sentences

Class B-2 common stock 497 120 $ 4.13 $ 497 120 $ 4.13

431 120 $ 3.58 $ 430 120 $ 3.58

Class C common stock 97 9 $ 10.78 $ 97 9 $ 10.77

1 unchanged sentence

Net income $ 5,272

Six Months Ended

March 31, 2025

Nine Months Ended

June 30, 2025

Basic Earnings Per Share Diluted Earnings Per Share

5 unchanged sentences

Class B-2 common stock 1,408 120 $ 11.70 $ 1,406 120 $ 11.69

911 120 $ 7.57 $ 909 120 $ 7.56

Class C common stock 280 9 $ 30.39 $ 280 9 $ 30.35

2 unchanged sentences

Three Months Ended

March 31, 2024

June 30, 2024

Basic Earnings Per Share Diluted Earnings Per Share

4 unchanged sentences

Class B-1 common stock 372 97 $ 3.82 $ 371 97 $ 3.81

Class B-2 common stock 283 74 $ 3.82 $ 282 74 $ 3.81

Class C common stock 275 29 $ 9.62 $ 275 29 $ 9.60

1 unchanged sentence

Net income $ 4,872

Six Months Ended

March 31, 2024

Nine Months Ended

June 30, 2024

Basic Earnings Per Share Diluted Earnings Per Share

4 unchanged sentences

Class B-1 common stock 2,209 196 $ 11.25 $ 2,206 196 $ 11.24

Class B-2 common stock 277 25 $ 11.25 $ 276 25 $ 11.24

Class C common stock 447 16 $ 28.35 $ 447 16 $ 28.31

5 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 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 common stock equivalents were not material for the three and nine months ended June 30, 2025 and 2024.

The following table presents the weighted-average number of as-converted class A common stock outstanding:

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

2 unchanged sentences

Class B-2 common stock

185 118 185 39

Class C common stock 36 114 37 63

Participating securities 20 30 20 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

4 unchanged sentences

(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.

For the three months ended June 30, 2025 and 2024, the Company recorded share-based compensation cost related to the EIP of $ 215 million and $ 203 million, respectively.

For the nine months ended June 30, 2025 and 2024, the Company recorded share-based compensation cost related to the EIP of $ 680 million and $ 638 million, respectively.

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.

For the three and nine months ended June 30, 2025, the effective income tax rate was 17 %, and for the three and nine months ended June 30, 2024, the effective income tax rates were 19 % and 18 %, 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.

• For the three and nine months ended June 30, 2025, a $ 60 million net tax benefit due to the reassessment of uncertain tax positions as a result of new information obtained during a tax examination;

• For the nine months ended June 30, 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 nine months ended June 30, 2024, a $ 184 million tax benefit as a result of the conclusion of an audit.

For the three and nine months ended June 30, 2025, the Company’s gross unrecognized tax benefits decreased $ 2.4 billion and $ 2.1 billion, respectively, and the Company’s net unrecognized tax benefits decreased $ 66 million and increased $ 34 million, respectively.

The change in unrecognized tax benefits is related to various tax positions across several jurisdictions and reflects the reassessment mentioned above, including a decrease in gross timing differences.

For the three and nine months ended June 30, 2025, accrued interest related to uncertain tax positions decreased $ 168 million and $ 142 million, respectively.

For the three and nine months ended June 30, 2024, accrued interest related to uncertain tax positions increased $ 18 million and decreased $ 33 million, respectively.

The Internal Revenue Service concluded fieldwork related to its examination of the Company’s U.S.

federal income tax returns for fiscal 2016 through 2018.

For fiscal 2008 through 2018, an unresolved issue related to certain income tax deductions remains.

The Company’s California income tax examination for fiscal 2012 through 2015 concluded and the Company filed an administrative appeal related to refund claims for those years.

The Company’s California income tax returns for fiscal 2016 through 2021 are currently under examination.

Except for the refund claims, the California statute of limitations has expired for fiscal years prior to 2016.

The Company’s tax filings are subject to examination by U.S.

11 unchanged sentences

The following table summarizes the activity related to accrued litigation:

Six Months Ended

Nine Months Ended

(in millions)

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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:

Six Months Ended

Nine Months Ended

(in millions)

6 unchanged sentences

$ 2,255 $ 1,557

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.

For the nine months ended June 30, 2025, the Company recorded additional accruals of $ 1.5 billion and deposited $ 375 million into the U.S.

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

13 unchanged sentences

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

Six Months Ended

Nine Months Ended

(in millions)

14 unchanged sentences

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.

On May 12, 2025, the U.S.

District Court for the Eastern District of New York denied plaintiffs’ motion for reconsideration and their request for leave to amend the complaint, which decision plaintiffs have both appealed and moved to alter or amend.

VE Territory Covered Litigation

11 unchanged sentences

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.

In April 2025, a trial was completed before the UK

Competition Appeal Tribunal (CAT) regarding the extent to which interchange fees were passed on by acquirers and merchants.

On June 25, 2025, a judgment was handed down by the CAT determining that certain interchange rates restrict competition under UK antitrust law.

On July 8, 2025, Visa was served with a class action claim in the Netherlands on behalf of Dutch merchants against several Visa entities.

The claim alleges that inter-regional interchange fees on transactions at Dutch merchants are a restriction of competition and seeks damages from 1992 to present.

Other Litigation

3 unchanged sentences

On December 16, 2024, Visa filed a motion to dismiss the complaint.

On June 23, 2025, the court denied the motion.

Debit Class Actions

5 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.

13 unchanged sentences

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

On July 15, 2025 plaintiff filed an amended complaint adding certain current and former officers as defendants and bringing the action on behalf of all persons or entities who purchased or otherwise acquired publicly traded Visa securities between March 2, 2023 and September 23, 2024.

Derivative Cases

6 unchanged sentences

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.

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.

7 unchanged sentences

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

On May 28, 2025, the district court granted Visa’s motion to dismiss with leave to amend certain claims, and plaintiff subsequently filed an amended complaint asserting substantially the same claims.

On July 23, 2025, Visa filed a motion to dismiss the amended 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.

On December 6, 2024, plaintiffs in the Mackmin action filed a motion for final approval of the class action settlement with Visa and Mastercard, which the court granted on June 23, 2025.

EMV Chip Liability Shift

On June 24, 2025, plaintiffs filed a motion for preliminary approval of class settlements with Discover and American Express.

MiCamp Solutions

1 unchanged sentence

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.

On May 28, 2025, Visa filed a motion to dismiss the second amended complaint.

Mirage Wine + Spirits Inc.

On July 9, 2025 , the court granted defendants’ motion to dismiss the Amended Class Action Complaint, with leave to amend.

German ATM Litigation

Visa’s challenge to the jurisdiction of the German courts to hear the claims is pending in the German Federal Supreme Court.

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