What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-11-06 compared with 2024-11-13 · 126 added, 144 removed, 382 unchanged (41% of the section changed)

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Securities and Exchange Commission.

Visa is a global payments technology company that facilitates global commerce and money movement across more than 200 countries and territories among a global set of consumers, merchants, financial institutions and government entities through innovative technologies.

We provide transaction processing services (primarily authorization, clearing and settlement) to our financial institution and merchant clients through VisaNet, our proprietary advanced transaction processing network.

We offer products, solutions and services that facilitate secure, reliable and efficient money movement for all participants in the ecosystem.

Visa is a global payments technology company that facilitates secure, reliable and efficient global commerce and money movement.

We provide transaction processing services (primarily authorization, clearing and settlement) among consumers, issuing and acquiring financial institutions and sellers.

We are focused on extending, enhancing and investing in our proprietary advanced transaction processing network, VisaNet, to offer a single connection point for facilitating money movement to multiple endpoints through various form factors and innovative technologies across more than 200 countries and territories.

Visa is not a financial institution.

We do not issue cards, extend credit or set rates and fees for account holders of Visa products.

Financial overview.

A summary of our as-reported U.S.

GAAP and non-GAAP operating results is as follows:

A summary of our GAAP and non-GAAP operating results is as follows:

For the Years Ended

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Highlights for fiscal 2025 .

Net revenue increased 10% over the prior year, primarily due to the growth in nominal cross-border volume, processed transactions and nominal payments volume, partially offset by higher client incentives.

Net revenue increased 11% over the prior year, primarily due to the growth in processed transactions, nominal cross-border volume, and nominal payments volume, partially offset by higher client incentives.

See Results of Operations—Net Revenue below for further discussion.

Exchange rate movements did not have a material impact on net revenue growth.

GAAP operating expenses increased 6% over the prior year, primarily driven by higher expenses related to personnel, general and administrative and marketing expenses, partially offset by lower litigation provision.

GAAP operating expenses increased 30% over the prior year, primarily driven by higher litigation provision and personnel expenses.

See Results of Operations—Operating Expenses below for further discussion.

Non-GAAP operating expenses increased 11% over the prior year, primarily driven by higher expenses related to personnel, general and administrative and marketing expenses.

Exchange rate movements did not have a material impact on operating expenses growth.

Non-GAAP operating expenses increased 11% over the prior year, primarily driven by higher personnel, general and administrative, and depreciation and amortization expenses.

Release of preferred stock.

In August 2025, we released $1.4 billion of the as-converted value from our series B and C preferred stock and issued 40,080 shares of series A preferred stock in connection with the ninth anniversary of the Visa Europe acquisition.

See Note 5—U.S.

and Europe Retrospective Responsibility Plans and Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report.

Senior notes.

In May 2025, we 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.

See Note 10—Debt to our consolidated financial statements included in Item 8 of this report.

In December 2024, we acquired Featurespace Limited (Featurespace), a developer of real-time artificial intelligence payments protection technology that helps prevent and mitigate payments fraud and financial crime risks, for a purchase consideration of $946 million.

See Note 2—Acquisitions to our consolidated financial statements included in Item 8 of this report.

Interchange multidistrict litigation.

During fiscal 2024, we recorded additional accruals of $140 million to address claims associated with the interchange multidistrict litigation.

We also made deposits of $1.5 billion into the U.S.

During fiscal 2025, we recorded additional accruals of $2.2 billion to address claims associated with the interchange multidistrict litigation.

We also made additional deposits of $875 million into the U.S.

litigation escrow account.

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and Europe Retrospective Responsibility Plans and Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report .

Acquisitions.

In September 2024, we entered into a definitive agreement to acquire Featurespace Limited (Featurespace), a developer of real-time artificial intelligence payments protection technology that prevents and mitigates payments fraud and financial crime risks.

This acquisition is subject to customary closing conditions, including applicable regulatory approvals.

In January 2024, we acquired Pismo Holdings, a global cloud-native issuer processing and core banking platform, for a purchase consideration of $929 million.

See Note 2—Acquisitions to our consolidated financial statements included in Item 8 of this report.

Release of preferred stock.

In July 2024, we released $2.7 billion of the as-converted value from our series B and C preferred stock and issued 99,264 shares of series A preferred stock in connection with the eighth anniversary of the Visa Europe acquisition.

See Note 5—U.S.

and Europe Retrospective Responsibility Plans and Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report.

Class B-1 common stock exchange offer.

In May 2024, we accepted 241 million shares of class B-1 common stock tendered in the exchange offer.

In exchange, we issued approximately 120 million shares of class B-2 common stock and 48 million shares of class C common stock.

See Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report.

Visa may, but is under no obligation to, conduct a successive exchange offer if (i) one year has passed since the initial exchange offer for the next preceding class of class B common stock;

Continued resolution in the interchange multidistrict litigation will be considered by our board of directors with regards to successive exchange offers for class B common stock.

Visa may, but is under no obligation to, conduct a successive exchange offer for class B common stock if (i) one year has passed since the initial exchange offer for the next preceding class of class B common stock;

and (ii) if the estimated interchange reimbursement fees at issue in unresolved claims for damages in the U.S.

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The estimated interchange reimbursement fees at issue in unresolved claims for damages in the U.S.

covered litigation were $49.6 billion as of October 1, 2023 and as of October 1, 2024, were approximately $48.4 billion (1) .

covered litigation was approximately $49.6 billion as of October 1, 2023 and was approximately $39.4 billion (1) as of October 1, 2025.

Common stock repurchases.

In April 2025, our board of directors authorized a $30.0 billion share repurchase program, providing multi-year flexibility.

During fiscal 2025, we repurchased 54 million shares of our class A common stock in the open market for $18.2 billion.

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• Amortization of acquired intangible assets.

Amortization of acquired intangible assets consists of amortization of intangible assets such as technology, customer relationships and trade names acquired in connection with business combinations executed beginning in fiscal 2019.

Amortization of acquired intangible assets consists of amortization of intangible assets such as technology and customer relationships acquired in connection with business combinations executed beginning in fiscal 2019.

Amortization charges for our acquired intangible assets are non-cash and are significantly affected by the timing, frequency and size of our acquisitions, rather than our core operations.

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These costs include professional fees, technology integration fees, restructuring activities and other direct costs related to the purchase and integration of acquired entities.

These costs also include retention equity and deferred compensation when they are agreed upon as part of the purchase price of the transaction but are required to be recognized as expense

These costs also include retention equity and deferred compensation when they are

(1) These figures are estimated and approximated.

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Covered Litigation in Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report for more information on the Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions.

post-combination.

agreed upon as part of the purchase price of the transaction but are required to be recognized as expense post-combination.

We have excluded these amounts as the expenses are recognized for a limited duration and do not reflect the underlying performance of our business.

• Severance costs.

During fiscal 2025, we recorded severance costs within personnel expense to realign our organizational structure and focus on areas that will drive higher long-term growth.

This broad-based optimization effort has been excluded as it is not representative of our ongoing operations.

• Lease consolidation costs.

During fiscal 2025 and 2024, we recorded charges within general and administrative expense associated with the consolidation of certain leased office spaces.

We have excluded these amounts as it does not reflect the underlying performance of our business.

• Litigation provision.

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covered litigation through a downward adjustment to the rate at which shares of our class B-1 and class B-2 common stock ultimately convert into shares of class A common stock.

During fiscal 2024, basic and diluted earnings per class A common stock was unchanged, as a result of the downward adjustments of the class B-1 and B-2 common stock conversion rates during the period.

During fiscal 2023 and fiscal 2022, basic earnings per class A common stock was unchanged and increased $0.01, respectively, and diluted earnings per class A common stock was unchanged in both fiscal years, as a result of the downward adjustments of the class B-1 common stock conversion rate during the periods.

During fiscal 2025, basic and diluted earnings per class A common stock increased $0.01 and was unchanged, respectively, as a result of the downward adjustments of the class B-1 and B-2 common stock conversion rates during the period.

During fiscal 2024 and 2023, basic and diluted earnings per class A common stock were unchanged in both fiscal years, as a result of the downward adjustments of the class B-1 and B-2 common stock conversion rates during the periods.

See Note 5—U.S.

and Europe Retrospective Responsibility Plans and Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report.

• Lease consolidation costs.

During fiscal 2024, we recorded a charge within general and administrative expense associated with the consolidation of certain leased office spaces.

We have excluded these amounts as they do not reflect the underlying performance of our business.

• Indirect taxes.

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We have excluded this amount as it does not reflect the underlying performance of our business.

• Russia-Ukraine charges.

During fiscal 2022, we recorded a loss within general and administrative expense from the deconsolidation of our Russian subsidiary and also incurred charges in personnel expense as a result of steps taken to support our employees in Russia and Ukraine.

We have excluded these amounts as they are one-time charges and do not reflect the underlying performance of our business.

Non-GAAP operating expenses, non-operating income (expense), income tax provision, effective income tax rate, net income and diluted earnings per share should not be relied upon as substitutes for, or considered in isolation from, measures calculated in accordance with U.S.

The following tables reconcile our as-reported financial measures, calculated in accordance with U.S.

GAAP, to our respective non-GAAP financial measures:

The following tables reconcile our GAAP to non-GAAP financial measures:

For the Year Ended

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(in millions, except percentages and per share data)

As reported $ 12,331 $ 321 $ 4,173 17.4 % $ 19,743 $ 9.73

$ 16,006 $ 200 $ 4,136 17.1 % $ 20,058 $ 10.20

(Gains) losses on equity investments, net — 87 19 68 0.03

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Acquisition-related costs (97) — 7 90 0.05

Litigation provision (434) — 97 337 0.17

Lease consolidation costs

(57) — 13 44 0.02

Indirect taxes

Severance costs

(213) — 45 168 0.09

Charitable contribution

Lease consolidation costs

(39) — 9 30 0.02

Litigation provision (2,533) — 569 1,964 1.00

Non-GAAP $ 12,906 $ 287 $ 4,839 17.7 % $ 22,542 $ 11.47

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(in millions, except percentages and per share data)

As reported $ 11,653 $ 37 $ 3,764 17.9 % $ 17,273 $ 8.28

$ 12,331 $ 321 $ 4,173 17.4 % $ 19,743 $ 9.73

(Gains) losses on equity investments, net — 94 12 82 0.04

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Litigation provision (434) — 97 337 0.17

Lease consolidation costs

(57) — 13 44 0.02

Indirect taxes

118 — (29) (89) (0.04)

Charitable contribution

(67) — 26 41 0.02

Non-GAAP $ 11,609 $ 415 $ 4,343 17.6 % $ 20,389 $ 10.05

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(in millions, except percentages and per share data)

As reported $ 10,497 $ (677) $ 3,179 17.5 % $ 14,957 $ 7.00

$ 11,653 $ 37 $ 3,764 17.9 % $ 17,273 $ 8.28

(Gains) losses on equity investments, net — 104 23 81 0.04

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Litigation provision (906) — 201 705 0.34

Russia-Ukraine charges (60) — 4 56 0.03

Non-GAAP $ 10,481 $ 141 $ 4,033 18.1 % $ 18,280 $ 8.77

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Processed transactions include payments and cash transactions, and represent transactions using cards and other form factors carrying the Visa, Visa Electron, V PAY, Interlink and PLUS brands processed on Visa’s networks.

The following tables present nominal payments and cash volume:

The following table presents nominal payments and cash volume:

International Visa

Twelve Months

Ended June 30, (1)

Twelve Months

Ended June 30, (1)

Twelve Months

Ended June 30, (1)

(in billions, except percentages)

Nominal payments volume

Consumer credit

$ 2,355 $ 2,230 6 % $ 2,959 $ 2,810 5 % $ 5,314 $ 5,040 5 %

Consumer debit (3)

2,990 2,826 6 % 3,026 2,680 13 % 6,016 5,506 9 %

Commercial (4)

1,042 988 5 % 612 553 11 % 1,654 1,540 7 %

Total nominal payments volume (2)

$ 6,387 $ 6,044 6 % $ 6,597 $ 6,042 9 % $ 12,984 $ 12,087 7 %

Cash volume (5)

604 610 (1 %) 1,893 1,844 3 % 2,496 2,454 2 %

Total nominal volume (2),(6)

Twelve Months Ended June 30, (1)

2025 2024 2023 2025 2024 2023 2025 2024 2023

International Visa

Twelve Months

Ended June 30, (1)

Twelve Months

Ended June 30, (1)

Twelve Months

Ended June 30, (1)

(in billions, except percentages)

(in billions)

Nominal payments volume

Consumer credit $ 2,491 $ 2,356 $ 2,230 $ 3,113 $ 2,958 $ 2,810 $ 5,604 $ 5,314 $ 5,040

$ 2,230 $ 2,047 9 % $ 2,810 $ 2,694 4 % $ 5,040 $ 4,741 6 %

Consumer debit (2)

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$ 7,387 $ 6,991 $ 6,654 $ 8,996 $ 8,499 $ 7,893 $ 16,383 $ 15,490 $ 14,547

The following table presents the change in nominal and constant payments and cash volume:

The following table presents the changes in nominal and constant payments and cash volume:

International Visa

Twelve Months Ended

Nominal Constant (7)

Twelve Months Ended June 30, (1),(4)

2024 2024 vs.

Nominal Nominal Nominal Constant (7)

Nominal Constant (7)

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Prior period updates are not material.

(2) Figures in the table may not recalculate exactly due to rounding.

Percentage changes and totals are calculated based on unrounded numbers.

(2) Includes consumer prepaid volume and Interlink volume.

(3) Includes large, medium and small business credit and debit, as well as commercial prepaid volume.

(4) Figures in the table may not recalculate exactly due to rounding.

Percentage changes and totals are calculated based on unrounded numbers.

(5) Cash volume generally consists of cash access transactions, balance access transactions, balance transfers and convenience checks.

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Percentage changes are calculated based on unrounded numbers.

Net revenue increased in fiscal 2024 over the prior year primarily due to the growth in nominal cross-border volume, processed transactions and nominal payments volume, partially offset by higher client incentives.

Net revenue increased in fiscal 2025 over the prior year primarily due to the growth in processed transactions, nominal cross-border volume, and nominal payments volume, partially offset by higher client incentives.

Our net revenue is impacted by the overall strengthening or weakening of the U.S.

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Percentage changes are calculated based on unrounded numbers.

• Service revenue increased in fiscal 2024 over the prior year primarily due to 7% growth in nominal payments volume.

• Data processing revenue increased in fiscal 2024 over the prior year primarily due to 10% growth in processed transactions.

• International transaction revenue increased in fiscal 2024 over the prior year primarily due to growth in nominal cross-border volume of 14%, excluding transactions within Europe, partially offset by lower volatility of a broad range of currencies.

• Other revenue increased in fiscal 2024 over the prior year primarily due to growth in marketing and consulting services and select pricing modifications.

• Service revenue increased in fiscal 2025 over the prior year primarily due to growth in nominal payments volume of 7%, select pricing modifications and card benefits.

• Data processing revenue increased in fiscal 2025 over the prior year primarily due to growth in processed transactions of 10% and select pricing modifications.

• International transaction revenue increased in fiscal 2025 over the prior year primarily due to growth in nominal cross-border volume of 13%, excluding transactions within Europe, and higher volatility of a broad range of currencies, partially offset by business mix.

• Other revenue increased in fiscal 2025 over the prior year primarily due to growth in advisory and other services and select pricing modifications.

• Client incentives increased in fiscal 2025 over the prior year primarily due to growth in payments volume.

The amount of client incentives we record in future periods will vary based on changes in performance

expectations, actual client performance, amendments to existing contracts or the execution of new contracts.

The amount of client incentives we record in future periods will vary based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts.

For fiscal 2025, 2024, and 2023, revenue from value-added services was $10.9 billion, $8.8 billion and $7.2 billion, respectively.

Value-added services revenue in fiscal 2025 increased 24% over the prior year primarily due to growth in Issuing Solutions, Advisory and Other Services and Acceptance Solutions.

Operating Expenses

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• Network and processing expenses mainly represent expenses for the operation of our processing network, including maintenance, equipment rental and fees for other data processing services.

• Professional fees mainly consist of fees for legal, consulting and other professional services.

• Professional fees mainly consist of legal fees, consulting fees and expenses associated with client engagements.

• Depreciation and amortization expenses include amortization of internally developed and purchased software, depreciation expense for property and equipment and amortization of finite-lived intangible assets primarily obtained through acquisitions.

• General and administrative expenses consist mainly of card benefits such as costs associated with airport lounge access, extended cardholder protection and concierge services, facilities costs, travel and meeting costs, indirect taxes, foreign exchange gains and losses and other corporate expenses incurred in support of our business.

• Litigation provision represents litigation expenses and is an estimate based on management’s understanding of our litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management’s best estimate of incurred loss.

• Litigation provision represents litigation expenses for accruals related to legal matters that are not covered by the U.S.

retrospective responsibility plan or the Europe retrospective responsibility plan (uncovered legal matters) and additional accruals associated with the interchange multidistrict litigation which are covered by the U.S.

retrospective responsibility plan (U.S.

covered litigation).

The accruals are an estimate based on management’s understanding of our litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management’s best estimate of incurred loss.

The following table presents the components of our total operating expenses:

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General and administrative 1,926 1,598 1,330 21 % 20 %

Litigation provision 462 927 868 (50 %) 7 %

Litigation provision 2,562 462 927 NM (50 %)

Total operating expenses $ 16,006 $ 12,331 $ 11,653 30 % 6 %

NM – Not meaningful

(1) Figures in the table may not recalculate exactly due to rounding.

Percentage changes are calculated based on unrounded numbers.

• Personnel expenses increased in fiscal 2024 over the prior year primarily due to higher number of employees and compensation, reflecting our strategy to invest in future growth, including acquisitions.

• Marketing increased in fiscal 2024 over the prior year due to higher spending in various campaigns, including for client marketing and the Olympic and Paralympic Games Paris 2024.

• Professional Fees increased in fiscal 2024 over the prior year primarily due to higher consulting and advisory fees.

• Depreciation and amortization expenses increased in fiscal 2024 over the prior year primarily due to additional depreciation and amortization from our on-going investments and acquisitions.

• General and administrative expenses increased in fiscal 2024 over the prior year due to higher usage of travel related card benefits, a charitable contribution to the Visa Foundation and lease consolidation costs in the current year, higher indirect taxes and higher unfavorable foreign currency fluctuations, partially offset by the release of the reserve on indirect taxes previously recognized in fiscal 2021.

• Litigation provision decreased in fiscal 2024 over the prior year primarily due to lower accruals related to the U.S.

covered litigation, partially offset by higher accruals related to uncovered litigation.

• Personnel expenses increased in fiscal 2025 over the prior year primarily due to a higher number of employees and compensation focused on areas that will drive higher long-term growth, including acquisitions.

In addition, the increase in fiscal 2025 over the prior year was due to severance costs in the current year to realign our organizational structure.

• Marketing expenses increased in fiscal 2025 over the prior year primarily due to higher spending for client marketing.

• Network and processing expenses increased in fiscal 2025 over the prior year primarily due to continued technology and processing network investments to support growth and acquisitions.

• Professional fees increased in fiscal 2025 over the prior year primarily due to higher legal fees and higher expenses associated with client engagements.

• Depreciation and amortization expenses increased in fiscal 2025 over the prior year primarily due to additional amortization and depreciation from our on-going investments and acquisitions.

• General and administrative expenses increased in fiscal 2025 over the prior year primarily due to higher usage of travel related card benefits, the absence of the release of the reserve on indirect taxes previously recognized in fiscal 2021 and higher indirect taxes, partially offset by a charitable contribution to the Visa Foundation in the prior year.

• Litigation provision increased in fiscal 2025 over the prior year primarily due to higher accruals related to the U.S.

covered litigation.

See Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report.

Non-operating Income (Expense)

Non-operating income (expense) primarily includes interest expense related to borrowings, gains and losses on investments and derivative instruments as well as interest expense related to taxes.

Non-operating income (expense) primarily includes interest income on cash and investments, interest expense from borrowings, interest related to taxes, and gains and losses on equity investments and derivatives.

The following table presents the components of our non-operating income (expense):

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Percentage changes are calculated based on unrounded numbers.

• Interest expense was approximately flat in fiscal 2024 over the prior year primarily due to higher interest benefit related to taxes and lower interest expense related to lower outstanding debt, offset by higher losses from derivative instruments.

See Note 13—Derivative and Hedging Instruments to our consolidated financial statements included in Item 8 of this report.

• Investment income (expense) and other increased in fiscal 2024 over the prior year primarily due to higher interest income on our cash and investments and lower losses on our equity investments.

See Note 6—Fair Value Measurements and Investments to our consolidated financial statements included in Item 8 of this report.

• Interest expense decreased in fiscal 2025 over the prior year primarily due to higher interest benefit related to taxes and lower losses from derivatives, partially offset by higher interest expense related to the issuance of debt in fiscal 2025.

• Investment income (expense) and other decreased in fiscal 2025 over the prior year primarily due to lower interest income on our cash and investments.

Effective Income Tax Rate

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Effective income tax rate 17 % 17 % 18 %

The effective income tax rate in fiscal 2024 differs from the effective tax rate in fiscal 2023 primarily due to a tax position taken across jurisdictions, as well as the following:

The effective income tax rates in fiscal 2025 and fiscal 2024 were 17% including the following:

• during fiscal 2025, a $263 million tax benefit as a result of a tax position taken on certain expenses;

• during fiscal 2024, a $223 million tax benefit as a result of the conclusion of audits.

• during fiscal 2023, a $142 million tax benefit due to the reassessment of an uncertain tax position as a result of new information obtained during an ongoing tax examination.

During fiscal 2024, the Organization for Economic Cooperation and Development (OECD) published administrative guidance around the implementation of a 15% global minimum tax (Pillar Two).

Various OECD member countries have either enacted or are in the process of enacting Pillar Two legislation, which will apply to Visa beginning in fiscal 2025.

While we do not expect a material tax impact in fiscal 2025, we are monitoring developments and evaluating the potential impact of Pillar Two on future years.

The Organization for Economic Cooperation and Development (OECD) published administrative guidance around the implementation of a 15% global minimum tax (Pillar Two).

Various OECD member countries have either enacted or are in the process of enacting Pillar Two legislation.

While there was no material tax impact in fiscal 2025, we are monitoring developments and evaluating the potential impact of Pillar Two on future years.

In July 2025, U.S.

tax legislation was enacted that includes, among other provisions, the allowance of accelerated tax deductions for qualified property and research expenditures, as well as changes in various international provisions.

The changes are applicable to Visa with effective dates ranging from January 2025 through fiscal 2027.

The legislation did not have a material tax impact in fiscal 2025, and we do not expect a material tax impact in future years, though we will continue to evaluate the provisions as additional guidance becomes available.

Liquidity and Capital Resources

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Operating activiti es.

Cash provided by operating activities in fiscal 2024 was lower than the prior fiscal year primarily due to higher incentive payments and higher cash paid for taxes due to the timing of payments, partially offset by continued growth in our underlying business.

Cash provided by operating activities increased in fiscal 2025 over the prior year primarily due to growth in our underlying business and the timing of payments related to income taxes, partially offset by higher incentive payments.

Investing activities.

Cash used in investing activities in fiscal 2024 was lower than the prior fiscal year primarily due to higher proceeds from maturities and sales, net of purchases, of investment securities, partially offset by cash paid for acquisitions and the absence of cash received from the settlement of net investment hedge derivative instruments.

Cash provided by investing activities increased in fiscal 2025 over the prior year primarily due to the absence of investment securities purchases, partially offset by lower proceeds from maturities and sales of investment securities.

Financing activities.

Cash used in financing activities in fiscal 2024 was higher than the prior fiscal year primarily due to higher share repurchases and higher dividends paid, partially offset by the absence of the principal debt payment upon maturity of our December 2022 senior notes.

Cash used in financing activities decreased in fiscal 2025 over the prior year primarily due to proceeds received from the issuance of senior notes, partially offset by higher share repurchases and higher dividends paid.

Sources of Liquidity

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We have an unsecured revolving credit facility, which is maintained to ensure the integrity of the payment card settlement process and for general corporate purposes.

As of September 30, 2024, there were no

amounts outstanding under the credit facility.

As of September 30, 2025, there were no amounts outstanding under the credit facility.

See Note 10—Debt to our consolidated financial statements included in Item 8 of this report.

Senior notes.

In May 2025, we 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.

See Note 10—Debt to our consolidated financial statements included in Item 8 of this report.

Litigation escrow account.

Pursuant to the terms of the U.S.

retrospective responsibility plan, which was created to insulate Visa and our class A common stockholders from financial liability for certain litigation cases, we maintain a U.S.

litigation escrow account from which monetary liabilities from settlements of, or judgments in, the U.S.

retrospective responsibility plan, which was created to insulate Visa and our class A common shareholders from financial liability for certain litigation cases, we maintain a U.S.

litigation escrow account from which monetary liabilities from settlements of, or judgments in, the

covered litigation will be payable.

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Judgments in and settlements of litigation or other fines imposed in investigations and proceedings could give rise to future liquidity needs.

During fiscal 2024, we deposited $1.5 billion into the U.S.

During fiscal 2025, we deposited $875 million into the U.S.

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

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See Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report.

Acquisitions.

In September 2024, we entered into a definitive agreement to acquire Featurespace.

This acquisition is subject to customary closing conditions, including applicable regulatory approvals.

In January 2024, we acquired Pismo for a purchase consideration of $929 million.

In December 2024, we acquired Featurespace for a purchase consideration of $946 million.

See Note 2—Acquisitions to our consolidated financial statements included in Item 8 of this report.

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As of September 30, 2025, we had an outstanding aggregate principal amount relating to our senior notes of $25.4 billion.

Since the issuance of the $500 million green bond as part of our commitment to environmental sustainability and a sustainable payments ecosystem, we have allocated all proceeds to eligible green projects.

Principal payments on our senior notes of $4.0 billion and €1.4 billion ($1.6 billion) are due in December 2025 and June 2026, respectively, for which we have sufficient liquidity.

See Note 10—Debt to our consolidated financial statements included in Item 8 of this report.

Client incentives.

As of September 30, 2024, we had short-term and long-term liabilities recorded on the consolidated balance sheet related to these agreements of $9.1 billion and $0.2 billion, respectively.

As of September 30, 2025, we had short-term and long-term liabilities recorded on the consolidated balance sheet related to client incentive contracts of $10.4 billion and $0.2 billion, respectively.

Uncertain tax positions.

As of September 30, 2024, we had long-term liabilities for uncertain tax positions of $1.3 billion.

As of September 30, 2025, we had long-term liabilities for uncertain tax positions of $309 million.

See Note 19—Income Taxes to our consolidated financial statements included in Item 8 of this report.

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For obligations where the individual years of spend are not specified in the contract, we have estimated the timing of when these amounts will be spent.

For future obligations related to software licenses, see Note 18—Commitments to our consolidated financial statements included in Item 8 of this report.

For future lease payments related to leases that have commenced and are recognized in the consolidated balance sheet, see Note 9—Leases to our consolidated financial statements included in Item 8 of this report.

Tax Cuts and Jobs Act.

As of September 30, 2024, we had short-term and long-term obligations of $217 million and $209 million, respectively, related to the estimated transition tax, net of foreign tax credit carryovers, on certain foreign earnings of non-U.S.

subsidiaries recognized during fiscal 2018.

For future obligations related to sponsorships and software arrangements, see Note 18—Commitments to our consolidated financial statements included in Item 8 of this report.

For future lease payments related to leases that have commenced and are recognized on the consolidated balance sheet, see Note 9—Leases to our consolidated financial statements included in Item 8 of this report.

Indemnifications

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Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

This standard also enhances interim disclosure requirements and provides new segment disclosure requirements for entities with a single reportable segment.

This ASU is effective for our annual periods beginning October 1, 2024, and interim periods beginning October 1, 2025, and requires retrospective application to all prior periods presented.

We are currently evaluating the impact of the ASU on our disclosures.

In December 2023, the FASB issued ASU 2023-09, which provides improvements to income tax disclosures.

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, which provides improvements to income tax disclosures.

This standard requires disaggregated information related to the effective tax rate reconciliation as well as information on income taxes paid.

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In November 2024, the FASB issued ASU 2024-03, which requires disclosure of additional information about specific expense categories underlying certain income statement expense line items.

This ASU is effective for our annual periods beginning October 1, 2027, and requires either prospective or retrospective application.

Subsequently, the FASB also issued an amendment to this standard.

The amendments in the ASU are effective for our annual periods beginning October 1, 2027, and interim periods beginning October 1, 2028, and require either prospective or retrospective application.

We are currently evaluating the impact of the ASU on our disclosures.

In September 2025, the FASB issued ASU 2025-06, which modernizes the accounting for internal-use software by eliminating project stage-based capitalization and clarifying the probable-to-complete threshold to commence the capitalization of software costs.

This ASU is effective for our annual and interim periods beginning October 1, 2028, and transition approaches include prospective, retrospective or modified methods.

We are currently evaluating the impact of the ASU on our consolidated financial statements.

Critical Accounting Estimates

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Critical estimates.

We enter into long-term incentive agreements with financial institution clients, merchants and other business partners for various programs that provide cash and other incentives designed to increase revenue by growing payments volume, increasing Visa product acceptance, encouraging merchant acceptance and use of Visa payment services and driving innovation.

We enter into long-term incentive contracts with financial institution clients, sellers and other business partners for various programs that provide cash and other incentives designed to increase revenue by growing payments volume, increasing Visa product acceptance, encouraging seller acceptance and use of Visa’s payment services and driving innovation.

These incentives are primarily accounted for as reductions to net revenue;

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Estimation of client incentives relies on forecasts of payments and transaction volume, card issuance and card conversion.

Performance is estimated using client-reported information, transactional information accumulated from our systems, historical information, market and economic conditions and discussions with our clients, merchants and business partners.

Performance is estimated using client-reported information,

transactional information accumulated from our systems, historical information, market and economic conditions and discussions with our clients, sellers and business partners.

Impact if actual results differ from assumptions.

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Significant judgment may be required in the determination of both probability and whether a loss is reasonably estimable.

Our judgments are inherently subjective and based on a number of factors, including management’s understanding of the legal or regulatory profile and the specifics of each proceeding, our history with similar matters, advice of internal and external legal counsel and management’s best estimate of incurred loss.

As additional information becomes available, we reassess the potential loss related to pending claims and may revise our estimates.

We have entered into loss sharing agreements that reduce our potential liability under certain litigation.

We have entered into loss sharing agreements that reduce our potential liability in connection with certain litigation.

However, our U.S.

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We have various tax filing positions with regard to the timing and amount of income, including the allocation of income among various tax jurisdictions, deductions and credits, based on our interpretation of tax laws.

We record a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized.

We also inventory, evaluate and measure all uncertain tax positions taken or expected to be taken on tax returns and record liabilities for the amount of such positions that in our judgement may not be sustained, or may only be partially sustained, upon examination by the relevant taxing authorities.

We record a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

We also inventory, evaluate and measure all uncertain tax positions taken or expected to be taken on tax returns and record liabilities for the amount of such positions that in our judgment may not be sustained, or may only be partially sustained, upon examination by the relevant taxing authorities.

Our assessment may change based on various factors including changes in facts or circumstances, changes in tax law, and audit activity.

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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-K

Item 7. Management’s Discussion and Analysis