What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-11-06 compared with 2024-11-13 · 413 added, 364 removed, 1484 unchanged (34% of the section changed)

43 unchanged sentences

Assessment of the litigation accrual for class members opting out of the Damages Class settlement in the Interchange Multidistrict Litigation (MDL)

As discussed in Notes 5 and 20 to the consolidated financial statements, the Company is party to various legal proceedings, including the Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions, and has recorded a litigation accrual of $1,537 million as of September 30, 2024, of which the substantial majority of that accrual relates to Individual Merchant Actions.

As discussed in Notes 5 and 20 to the consolidated financial statements, the Company is party to various legal proceedings, including the Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions, for which the Company has recorded a litigation accrual of $2,698 million as of September 30, 2025, and the substantial majority of that accrual relates to Individual Merchant Actions.

In preparing its consolidated financial statements, the Company is required to assess the probability of loss associated with each legal proceeding and estimate the amount of such loss, if any.

41 unchanged sentences

Accrued liabilities 5,466 4,909

Current maturities of debt 5,569 —

Accrued litigation 3,033 1,727

8 unchanged sentences

Class A common stock, 1,691 and 1,733 shares issued and outstanding as of September 30, 2025 and 2024, respectively

Class B-1 and B-2 total common stock (collectively, class B common stock), 125 and 245 shares issued and outstanding as of September 30, 2024 and 2023, respectively

Class C common stock, 10 shares issued and outstanding as of September 30, 2024 and 2023

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

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

Right to recover for covered losses ( 124 ) ( 104 )

55 unchanged sentences

Class C common stock 9 16 10

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

(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 15—Stockholders’ Equity for further details.

37 unchanged sentences

Other comprehensive income (loss)

VE territory covered losses incurred ( 139 ) ( 139 )

Recovery through conversion rate adjustment ( 181 ) 175 ( 6 )

Issuance of series A preferred stock — (2)

VE territory covered losses

( 28 ) ( 28 )

Recovery through conversion rate adjustments

Anniversary release (2)

Conversions to class A common stock

( 271 ) 7 271 —

Class B-1 common stock exchange offer

Share-based compensation

9 unchanged sentences

(1) As of September 30, 2025 and 2024, the book value of series A convertible participating preferred stock (series A preferred stock) was $ 513 million and $ 540 million, respectively.

Refer to Note 5—U.S.

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) See Note 5—U.S.

and Europe Retrospective Responsibility Plans for further details.

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

11 unchanged sentences

Other comprehensive income (loss)

VE territory covered losses incurred ( 136 ) ( 136 )

Recovery through conversion rate adjustment ( 30 ) 31 1

VE territory covered losses

( 139 ) ( 139 )

Recovery through conversion rate adjustments

( 181 ) 175 ( 6 )

Anniversary release (2)

Conversions to class A common stock

( 481 ) 151 481 —

Class B-1 common stock exchange offer

Share-based compensation

8 unchanged sentences

1,868 $ 21,229 $ ( 104 ) $ 17,289 $ ( 308 ) $ 39,137

(1) As of September 30, 2023 and 2022, the book value of series A preferred stock was $ 456 million and $ 1.0 billion, respectively.

Refer to Note 5—U.S.

(1) As of September 30, 2024 and 2023, the book value of series A preferred stock was $ 540 million and $ 456 million, respectively.

See Note 5—U.S.

and Europe Retrospective Responsibility Plans for the book value of series B and C preferred stock.

(2) See Note 5—U.S.

and Europe Retrospective Responsibility Plans for further details.

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

10 unchanged sentences

17,273 17,273

14,957 14,957

Other comprehensive income (loss)

VE territory covered losses

( 136 ) ( 136 )

VE territory covered losses incurred ( 43 ) ( 43 )

Recovery through conversion rate adjustment ( 141 ) 141 —

Issuance of series A preferred stock — (2)

Recovery through conversion rate adjustments

Conversions to class A common stock

10 unchanged sentences

1,849 $ 20,452 $ ( 140 ) $ 18,040 $ ( 1,317 ) $ 38,733

1,890 $ 19,545 $ ( 35 ) $ 16,116 $ ( 2,369 ) $ 35,581

(1) As of September 30, 2022 and 2021, the book value of series A preferred stock was $ 1.0 billion and $ 486 million, respectively.

Refer to Note 5—U.S.

(1) As of September 30, 2023 and 2022, the book value of series A preferred stock was $ 456 million and $ 1.0 billion, respectively.

See Note 5—U.S.

and Europe Retrospective Responsibility Plans for the book value of series B and C preferred stock.

13 unchanged sentences

Deferred income taxes 152 ( 100 ) ( 483 )

VE territory covered losses incurred ( 139 ) ( 136 ) ( 43 )

VE territory covered losses ( 28 ) ( 139 ) ( 136 )

(Gains) losses on equity investments, net 87 94 104

16 unchanged sentences

Purchases of other investments ( 68 ) ( 231 ) ( 121 )

Settlement of derivative instruments — 402 —

Proceeds from settlement of derivative instruments — — 402

Other investing activities 121 ( 93 ) ( 25 )

10 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents

382 636 ( 1,287 )

Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents

6 unchanged sentences

Cash paid for income taxes, net (1)

$ 4,541 $ 5,775 $ 3,433

Interest payments on debt $ 587 $ 583 $ 617

Accruals related to purchases of property, equipment and technology $ 59 $ 52 $ 96

(1) For fiscal 2025, the amount includes $ 1.9 billion of cash paid for federal transferable tax credits.

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

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Organization .

(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 or the Company) is a global payments technology company that facilitates secure, reliable and efficient global commerce and money movement.

Visa provides transaction processing services (primarily authorization, clearing and settlement) among consumers, issuing and acquiring financial institutions and sellers through its electronic payments network, VisaNet.

Visa is focused on extending, enhancing and investing in its 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 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.

In most cases, account holder and seller relationships belong to, and are managed by, Visa’s financial institution clients.

Consolidation and basis of presentation.

The 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.

The Company consolidates entities for which it has a controlling financial interest, as well as variable interest entities (VIEs) for which the Company is the primary beneficiary.

The Company’s investments in VIEs have not been material to its consolidated financial statements as of and for the periods presented.

Intercompany balances and transactions have been eliminated in consolidation.

The Company’s activities are interrelated, and each activity is dependent upon and supportive of the other.

All significant operating decisions are based on analysis of Visa as a single global business.

The Company has one reportable segment, Payment Services.

Use of estimates.

The preparation of consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions about future events.

The preparation of 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 consolidated financial statements and reported amounts of revenue and expenses during the reporting period.

14 unchanged sentences

covered litigation.

The escrow funds are held in money market investments, and classified as restricted cash equivalents on the consolidated balance sheets.

Interest earned on escrow funds is recognized in investment income (expense) and other on the consolidated statements of operations.

The escrow funds are held in money market investments, and are classified as restricted cash equivalents on the consolidated balance sheets.

Interest earned on the escrow funds is recorded in investment income (expense) and other on the consolidated statements of operations.

The Company measures certain financial assets and liabilities at fair value on a recurring basis.

3 unchanged sentences

See Note 6—Fair Value Measurements and Investments.

Marketable equity securities.

Marketable equity securities, which are reported in investment securities on the consolidated balance sheets, include investments in publicly traded companies as well as mutual fund investments related to various employee compensation and benefit plans.

Dividend income as well as gains and losses from changes in fair value are recognized in investment income (expense) and other on the consolidated statements of operations.

Trading activity in the mutual fund investments is at the direction of the Company’s employees.

These investments are held in a trust and are not considered by the Company to be available for its operational or liquidity

The corresponding liability is reported in accrued liabilities on the consolidated balance sheets, with changes in the liability recognized in personnel expense on the consolidated statements of operations.

Available-for-sale debt securities.

The Company’s investments in debt securities, which are classified as available-for-sale and reported in investment securities or cash and cash equivalents on the consolidated balance sheets, include U.S.

The Company’s investments in debt securities, which are classified as available-for-sale and recorded in investment securities or cash and cash equivalents on the consolidated balance sheets, include U.S.

government-sponsored debt securities and U.S.

3 unchanged sentences

Investments with stated maturities of less than one year from the balance sheet date, or investments that the Company intends to sell within one year, are classified as current assets, while all other securities are classified as non-current assets.

Unrealized gains and losses are reported in other comprehensive income (loss).

The specific identification method is used to calculate realized gain or loss on the sale of securities, which is recorded in investment income (expense) and other on the consolidated statements of operations.

Interest income is recognized when earned and included in investment income (expense) and other on the consolidate d statements of operations.

Unrealized gains and losses are recorded in other comprehensive income (loss).

The specific identification method is used to calculate realized gain or loss on the sale of securities, which is recorded in investment income (expense) and other on the consolidated

statements of operations.

Interest income is recognized when earned and is included in investment income (expense) and other on the consolidated statements of operations.

The Company evaluates its debt securities for impairment on an ongoing basis.

When there has been a decline in fair value of a debt security below the amortized cost basis, the Company recognizes an impairment in investment income (expense) and other on the consolidated statements of operations if it has the intent to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis.

In addition, if the Company identifies that the decline in fair value has resulted from credit losses, the credit loss component is recognized as an allowance on the consolidated balance sheets and in investment income (expense) and other o n the consolidat ed statements of operations.

In addition, if the Company identifies that the decline in fair value has resulted from credit losses, the credit loss component is recognized a s an allowance on the consolidated balance sheets and in investment income (expense) and other on the consolidated statements of operations.

The non-credit loss component remains in accumulated other comprehensive income (loss) until realized from a sale or subsequent impairment.

Marketable equity securities.

Marketable equity securities, which are recorded in investment securities on the consolidated balance sheets, include investments in publicly traded companies as well as mutual fund investments related to various employee compensation and benefit plans.

Dividend income as well as gains and losses from changes in fair value are recognized in investment income (expense) and other on the consolidated statements of operations.

Trading activity in the mutual fund investments is at the direction of the Company’s employees.

These investments are held in a trust and are not considered by the Company to be available for its operational or liquidity needs.

The corresponding liability is recorded in accrued liabilities on the consolidated balance sheets, with changes in the liability recognized in personnel expense on the consolidated statements of operations.

Non-marketable equity securities.

The Company’s non-marketable equity securities, which are reported in other assets on the consolidated balance sheets, include investments in privately held entities without readily determinable fair values.

All gains and losses on non-marketable equity securities are recognized in inv estment income (expense) and other on the consolidated statements of operations.

The Company’s non-marketable equity securities, which are recorded in other assets on the consolidated balance sheets, include investments in privately held entities without readily determinable fair values.

All gains and losses on non-marketable equity securities are recorded in investment income (expense) and other on the consolidated statements of operations.

The Company applies the equity method of accounting when it does not have control but has the ability to exercise significant influence over the entity.

Under the equity method, the Company’s share of each entity’s profit or loss is recognized in investment income (expense) and other on the co nsolidated statements of operations.

The Company applies the fair value measurement alternative for equity securities in certain other entities when it does not have the ability to exercise significant influence over the entity.

Under the equity method, the Company’s share of each entity’s profit or loss is recorded in investment income (expense) and other on the consolidated statements of operations.

The Company applies the fair value measurement alternative for equity securities in certain other entities when it has neither control nor the ability to exercise significant influence over the entity.

The Company adjusts the carrying value of these equity securities to fair value when orderly transactions for identical or similar investments of the same issuer are observable.

2 unchanged sentences

The Company considers the following to be financial instruments:

cash, cash equivalents, restricted cash, restricted cash equivalents, investment securities, settlement receivable and payable, accounts receivable, customer collateral, non-marketable equity securities and derivative instruments.

cash, cash equivalents, restricted cash, restricted cash equivalents, investment securities, settlement receivable and payable, accounts receivable and payable, customer collateral, non-marketable equity securities, derivative instruments and debt.

See Note 6—Fair Value Measurements and Investments.

5 unchanged sentences

These amounts are presented as settlement receivable and settlement payable on the consolidated balance sheets.

Customer collateral .

The Company has cash deposits and other non-cash assets from certain clients in order to ensure that their performance of settlement obligations arising from Visa payment services are processed in accordance with the Company’s operating rules.

The cash collateral assets held by the Company are restricted and

fully offset by corresponding liabilities, and both balances are presented on the consolidated balance sheets.

Other non-cash assets are not recognized on the consolidated balance sheets.

See Note 12—Settlement Guarantee Management.

Guarantees and indemnifications .

1 unchanged sentence

The Company indemnifies its financial institution clients for settlement losses suffered due to the failure of any other client to fund its settlement obligations in accordance with the Visa operating rules.

The Company estimates expected credit losses and recognizes an allowance for those credit losses related to its settlement indemnification obligations.

The estimated fair value of the liability for settlement indemnification is included in accrued liabilities on the consolidated balance sheets.

See Note 12—Settlement Guarantee Management.

Company estimates expected credit losses and recognizes an allowance for those credit losses related to its settlement guarantee obligations.

The estimated fair value of the liability for settlement guarantee is not material.

Customer collateral .

The cash collateral assets held by the Company are restricted and fully offset by corresponding liabilities, and both balances are presented on the consolidated balance sheets.

Other non-cash assets are not recorded on the consolidated balance sheets.

See Note 12—Settlement Guarantee Management.

Property, equipment and technology, net .

Property, equipment and technology are recorded at historical cost less accumulated depreciation and amortization, which are computed on a straight-line basis over the asset’s estimated useful life.

Property, equipment and technology are recorded at historical cost less accumulated depreciation and amortization.

Depreciation and amortization commence once the asset is ready for its intended use, and is computed on a straight-line basis over the asset’s estimated useful life.

Depreciation and amortization of technology, furniture, fixtures and equipment are computed over estimated useful lives ranging from 2 to 10 years.

Leasehold improvements are amortized over the shorter of the useful life of the asset or lease term.

Leasehold improvements are depreciated over the shorter of the useful life of the asset or lease term.

Building improvements are depreciated between 3 and 40 years, and buildings are depreciated over 40 years.

Improvements that increase functionality of the asset are capitalized and depreciated over the asset’s remaining useful life.

Land and construction-in-progress are not depreciated.

Technology includes purchased and internally developed software, including technology assets obtained through acquisitions.

Internally developed software represents software primarily used by the VisaNet electronic payments network.

Technology includes purchased and internally developed software, as well as technology assets obtained through acquisitions.

Internal and external costs incurred during the preliminary project stage are expensed as incurred.

1 unchanged sentence

Once the project is substantially complete and ready for its intended use these costs are amortized on a straight-line basis over the technology’s estimated useful life.

Acquired technology assets are initially recorded at fair value and amortized on a straight-line basis over the estimated useful life.

The Company evaluates the recoverability of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.

Acquired technology assets are initially recorded at fair value and are amortized on a straight-line basis over the estimated useful life.

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.

If the sum of expected undiscounted net future cash flows is less than the carrying amount of an asset or asset group, an impairment loss is recognized to the extent that the carrying amount of the asset or asset group exceeds its fair value.

See Note 7—Property, Equipment and Technology, Net .

The Company determines if an arrangement is a lease at its inception.

Right-of-use (ROU) assets, and corresponding lease liabilities, are recognized at the commencement date based on the present value of remaining lease payments over the lease term.

For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement.

As a majority of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received.

The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

The Company does not record a ROU asset and corresponding liability for leases with terms of 12 months or less.

Lease agreements generally contain lease and non-lease components.

The Company determines whether an arrangement is or contains a lease at its inception.

Right-of-use (ROU) assets and the corresponding lease liabilities are recognized at the lease commencement date, based on the present value of remaining lease payments over the lease term.

For this purpose, the Company considers only payments that are fixed and determinable at the time of lease commencement.

As the majority of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate at the lease commencement date in determining the present value of remaining lease payments.

The ROU asset also includes any lease payments made prior to lease commencement and is recorded net of any lease incentives received.

The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

The Company does not record an ROU asset and the corresponding liability for leases with a lease term of 12 months or less.

Lease agreements generally contain both lease and non-lease components.

Non-lease components primarily include payments for maintenance and utilities.

The Company does not combine lease payments with non-lease components for any of its leases.

Operating leases are recorded as ROU assets, which are included in other assets on the consolidated balance sheets.

The Company does not combine lease components with non-lease components for any of its leases.

ROU assets are included in other assets on the consolidated balance sheets.

The current portion of lease liabilities is included in accrued liabilities, and the long-term portion is included in other liabilities on the consolidated balance sheets.

The Company’s lease cost is included in general and administrative expense on the consolidated statements of operations and consists of amounts recognized under lease agreements, adjusted for impairment and sublease income.

The Company’s lease cost is primarily included in general and administrative expense on the consolidated statements of operations and consists of amounts recognized under lease agreements, adjusted for impairment and sublease income.

See Note 9—Leases.

Business combinations .

The Company accounts for business combinations using the acquisition method and accordingly, the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree are generally recorded at their acquisition date fair values.

The excess of the purchase price over the fair value of net assets acquired, including identifiable intangible assets, is recorded as goodwill.

The Company accounts for business combinations using the acquisition method and accordingly, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in the acquiree are generally recognized at their acquisition date fair values.

The excess of the purchase price consideration over the fair value of the net assets acquired, including identifiable intangible assets, is recorded as goodwill.

Acquisition-related costs are expensed in the periods in which the costs are incurred.

See Note 2—Acquisitions .

Intangible assets, net and goodwill .

The Company records identifiable intangible assets at fair value on the date of acquisition and evaluates the useful life of each intangible asset.

Finite-lived intangible assets primarily consist of customer relationships and trade names obtained through acquisitions.

Finite-lived intangible assets are amortized on a straight-line basis and are tested for recoverability if events or changes in circumstances indicate that their carrying amounts may not be recoverable.

Finite-lived intangible assets primarily consist of customer relationships obtained through acquisitions.

Finite-lived intangible assets are amortized on a straight-line basis and are evaluated for impairment if events or changes in circumstances indicate that their carrying amounts may not be recoverable.

These intangible assets have useful lives ranging from 5 to 15 years.

Indefinite-lived intangible assets consist of trade name, customer relationships and reacquired rights.

Intangible assets with indefinite useful lives are not amortized but are evaluated for impairment annually or more frequently if events or changes in circumstances indicate that impairment may exist.

Indefinite-lived intangible assets consist of the Visa trade name, customer relationships and reacquired rights.

Intangible assets with indefinite useful lives are not amortized but are evaluated for impairment annually or more frequently if events or changes in circumstances indicate that an impairment may exist.

The Company first assesses qualitative factors to determine whether it is necessary to perform a quantitative impairment test for indefinite-lived intangible assets.

The Company assesses each category of indefinite-lived intangible assets for impairment on an aggregate basis.

Impairment exists if the fair value of the indefinite-lived intangible asset is less than the carrying value.

Impairment exists if the fair value of the indefinite-lived intangible asset is less than its carrying value.

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination.

Goodwill is not amortized but is evaluated for impairment at the reporting unit level annually or more frequently if events or changes in circumstances indicate that impairment may exist.

The Company performed its annual impairment review of indefinite-lived intangible assets and goodwill as of February 1, 2024, and concluded there was no impairment as of that date.

No recent events or changes in circumstances indicate that impairment existed as of September 30, 2024.

Goodwill is not amortized but is evaluated for impairment at the reporting unit level annually or more frequently if events or changes in circumstances indicate that an impairment may exist.

The Company performed its annual impairment reviews of 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 an impairment existed as of September 30, 2025.

See Note 8—Intangible Assets and Goodwill .

3 unchanged sentences

Actual outcomes of these legal and regulatory proceedings may differ materially from the Company’s estimates.

These loss contingencies are recorded in litigation provision on the consolidated statements of operations.

The Company expenses legal costs as incurred in professional fees on the consolidated statements of operations.

4 unchanged sentences

As a payments network service provider, the Company’s obligation to the customer is to stand ready to provide continuous access to Visa’s payments network over the contractual term, facilitate the processing of payment transactions, including authorization, clearing and settlement, and deliver related products and services.

The Company delivers its payments network services directly to issuers and acquirers, who provide those services to others within the payments network:

the merchants and consumers.

The Company considers all parties in Visa’s payments network as customers.

The Company earns net revenue primarily from issuers and acquirers.

Consideration is variable based primarily upon the amount and type of transactions and payments volume on Visa’s products.

The Company delivers its payments network services directly to issuers and acquirers, who, in turn, provide those services to others within the payments network:

sellers and consumers.

The Company considers all parties in Visa’s payments network as customers, and earns net revenue primarily from issuers and acquirers.

Consideration is variable, based primarily on the amount and type of transactions and payments volume on Visa’s products.

The transaction price for each specific service is reported net of discounts attributable to individual services or fees.

The Company recognizes revenue, net of sales and other similar taxes, as the payments network services are performed, in an amount that reflects the consideration the Company expects to receive in exchange for those services.

The Company has elected the optional exemption to not disclose the remaining performance obligations related to payments network services and other performance obligations which are constrained by and dependent upon the future performance of its clients, which are variable in nature.

The Company also recognizes revenue, net of sales and other similar taxes, from other value-added services, including issuing solutions, acceptance solutions, risk and identity solutions, open banking solutions and advisory services, as these value-added services are performed.

For revenue generated from arrangements that involve third parties, the Company evaluates whether it is the principal, and recognizes revenue on a gross basis, or the agent, and recognizes revenue on a net basis.

In this assessment, the Company considers if it obtains the control of the specified services before they are transferred to the customer, or if the Company is arranging for the services to be provided.

Service revenue consists mainly of revenue earned for services provided in support of client usage of Visa payment services.

This revenue includes fees related to payments volumes.

Visa’s obligation is to stand ready to

provide continuous access to Visa’s payments network and related services with respect to Visa-branded payments programs.

Current quarter service revenue is primarily assessed using a calculation of current quarter’s pricing applied to the prior quarter’s payments volume.

The Company has elected the optional exemption to not disclose the remaining performance obligations related to payments network services and other performance obligations that are constrained by, and dependent upon, the future performance of its clients, which are variable in nature.

The Company’s value-added services consist of Issuing Solutions, Acceptance Solutions, Risk and Security Solutions, and Advisory and Other Services.

These services may be offered in combination with the Company’s payments network services or independently as standalone products.

The Company earns revenue from its Value-added Services through fixed or transaction-based fees, and recognizes revenue, net of sales and other similar taxes, as these value-added services are performed.

For revenue generated from arrangements that involve third parties, the Company assesses whether it is the principal, and recognizes revenue on a gross basis, or the agent, and recognizes revenue on a net basis.

In making this assessment, the Company considers whether it obtains the control of the specified services before they are transferred to the customer, or it is arranging for the services to be provided.

Service revenue consists mainly of revenue earned for services provided in support of client usage of Visa’s payment services.

This revenue includes fees related to payments volume.

Visa’s obligation is to stand ready to provide continuous access to Visa’s payments network and related services with respect to Visa-branded payments programs.

In addition, it consists of value-added services related to certain Issuing Solutions.

Service revenue for the current quarter is primarily calculated by applying the current quarter’s pricing to the prior quarter’s payments volume.

Data processing revenue consists of revenue earned for authorization, clearing and settlement;

value-added services related to issuing, acceptance, and risk and identity solutions;

value-added services primarily related to Acceptance Solutions, Risk and Security Solutions and certain Issuing Solutions;

network access;

and other maintenance and support services that facilitate transaction and information processing among the Company’s clients globally.

Data processing revenue is recognized in the same period the related transactions occur or services are performed.

Data processing revenue is recognized in the same period in which the related transactions occur or the services are performed.

International transaction revenue is earned for cross-border transaction processing and currency conversion activities.

Cross-border transactions arise when the country of origin of the issuer or financial institution originating the transaction is different from that of the beneficiary.

International transaction revenue is recognized in the same period the cross-border transactions occur or services are performed.

Other revenue consists mainly of value-added services related to advisory, marketing and certain card benefits;

International transaction revenue is recognized in the same period in which the related transactions occur or the services are performed.

Other revenue consists mainly of value-added services primarily related to Advisory and Other Services and certain Issuing Solutions;

license fees for use of the Visa brand or technology;

and fees for account holder services, certification and licensing.

Other revenue is recognized in the same period the related transactions occur or services are performed.

Other revenue is recognized in the same period in which the related transactions occur or the services are performed.

Client incentives.

The Company enters into long-term contracts 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.

Incentives are classified as reductions to net revenue within client incentives, unless the incentive is a cash payment made in exchange for a distinct good or service provided by the customer, in which case the payment is classified as operating expenses.

The Company generally capitalizes upfront and fixed incentive payments as client incentives assets under these agreements when paid and amortizes the amounts as reductions to net revenue ratably over the contractual term.

The Company enters 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 classified as reductions to net revenue within client incentives, unless the incentive is a payment made in exchange for a distinct good or service provided by the customer, in which case the payment is classified as operating expenses.

The Company generally capitalizes upfront and fixed incentive payments under these contracts as client incentives assets when paid, and amortizes the amounts as reductions to net revenue ratably over the contractual term.

Incentives that are earned by the customer based on performance targets are recorded as reductions to net revenue when earned, based on management's estimate of each client's future performance, and the unpaid portion is recognized as client incentives liabilities.

1 unchanged sentence

Client incentives assets and liabilities are classified on the consolidated balance sheets as current or long-term based on a 12-month operating cycle.

The Company expenses costs for the production of advertising as incurred.

The cost of media advertising is expensed when the advertising takes place.

Sponsorship costs are recognized over the period in which the Company benefits from the sponsorship rights.

Promotional costs are expensed as incurred, when the related services are received, or when the related event occurs.

The Company expenses the costs of producing advertising as incurred during production.

The cost of media is expensed when the advertising takes place.

Sponsorship costs are recognized over the periods in which the Company benefits from the sponsorship rights.

Promotional costs are expensed as incurred, when the related services are received, or when the related events occur.

Income taxes .

1 unchanged sentence

Deferred tax assets and liabilities are recognized to reflect the future tax consequences attributable to temporary differences between the financial statement carrying amounts and the respective tax basis of existing assets and liabilities, and operating loss and credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax laws and rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Deferred tax assets and liabilities are measured using enacted tax laws and rates expected to be applied to taxable income in the periods in which those temporary differences are expected to be recovered or settled.

In assessing whether deferred tax assets are realizable, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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At period end, monetary assets and liabilities are remeasured to the functional currency using exchange rates in effect at the balance sheet dates.

assets and liabilities are remeasured at historical exchange rates.

Nonmonetary assets and liabilities are remeasured at historical exchange rates.

Resulting foreign currency transaction gains and losses related to conversion and remeasurement are recorded in general and administrative expense on the consolidated statements of operations and were not material for fiscal 2025, 2024 and 2023.

Where a non-U.S.

currency is the functional currency, translation from that functional currency to the U.S.

When the functional currency is not the U.S.

dollar, translation from that functional currency to the U.S.

dollar is performed for balance sheet accounts using exchange rates in effect at the balance sheet dates and for revenue and expense accounts using an average exchange rate for the period.

Resulting translation adjustments are reported as a component of accumulated other comprehensive income (loss) on the consolidated balance sheets.

Resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss) on the consolidated balance sheets.

Derivative and hedging instruments .

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The effectiveness tests are performed on foreign exchange forward contracts based on changes in the spot rate of the derivative instrument compared to changes in the spot rate of the forecasted hedged transaction.

Forward points are excluded from effectiveness testing purposes and are reported in earnings.

Forward points are excluded from effectiveness testing purposes and are recognized in earnings.

Gains and losses resulting from changes in the fair value of derivative instruments designated as cash flow hedges are recorded in other comprehensive income (loss).

When the forecasted transaction occurs and is recognized in earnings, the amount in accumulated other comprehensive income (loss) related to that hedge is reclassified to the consolidated statements of operations in the corresponding account where revenue or expense is recorded.

Derivative instruments designated as cash flow hedges are subject to master netting agreements, which provide the Company with a legal right to net settle multiple payable and receivable positions with the same counterparty, in a single currency through a single payment.

However, the Company presents fair values on a gross basis on the consolidated balance sheets.

The Company designated its Euro notes, a non-derivative financial instrument, as net investment hedges against a portion of the Company’s Euro-denominated net investment in Visa Europe.

The Company also holds interest rate and cross-currency swap agreements on a portion of the outstanding senior notes that allows the Company to manage its interest rate exposure through a combination of fixed and floating rates and reduce the overall cost of borrowing.

The Company designated the interest rate swaps as fair value hedges and the cross-currency swaps as net investment hedges.

Gains and losses related to hedging instruments for fair value hedges are recognized in interest expense along with a corresponding loss or gain related to the change in the fair value of the underlying hedged item in the same line item on the consolidated statements of operations.

Gains and losses related to derivative and non-derivative hedging instruments for net investment hedges are recorded in other comprehensive income (loss).

However, the Company presents fair value on a gross basis on the consolidated balance sheets.

The Company designated its Euro-denominated senior notes, a non-derivative financial instrument, as net investment hedges against a portion of the Company’s Euro-denominated net investment in Visa Europe.

The Company designated the interest rate swap agreements as fair value hedges and the cross-currency swap agreements as net investment hedges.

Gains and losses related to hedging instruments designated as fair value hedges, along with corresponding losses or gains related to the change in the fair value of the underlying hedged item, are recorded in interest expense on the consolidated statements of operations.

Gains and losses related to derivative and non-derivative hedging instruments designated as net investment hedges are recorded in other comprehensive income (loss).

Cash flows associated with derivatives designated as a cash flow hedge are classified as an operating activity on the consolidated statements of cash flows.

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The Company recognizes compensation cost for awards with only service conditions on a straight-line basis over the requisite service period, which is generally the vesting period.

Compensation cost for performance-based awards is recognized on a graded-vesting basis.

Compensation cost for performance awards is recognized on a graded-vesting basis.

The amount is initially estimated based on target performance and is adjusted as appropriate based on management’s best estimate throughout the performance period.

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See Note 16—Earnings Per Share.

Recently adopted accounting pronouncement.

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update 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.

The Company adopted this standard in fiscal 2025, which resulted in additional disclosures.

See Note 14—Segment Information.

Note 2—Acquisitions

Pending Acquisition

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

Fiscal 2025 Acquisition

In December 2024, Visa acquired Featurespace Limited, 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.

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.

Fiscal 2024 Acquisition

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

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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.

geographical markets.

The following tables disaggregate the Company’s net revenue by revenue category and by geography:

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$ 40,000 $ 35,926 $ 32,653

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

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Cash, cash equivalents, restricted cash and restricted cash equivalents $ 24,987 $ 19,763

Prepaid expenses and other current assets include restricted cash and restricted cash equivalents related to funds held by the Company on behalf of clients in segregated bank accounts that generally cannot be withdrawn or used for general operating activities.

Prepaid expenses and other current assets include restricted cash and restricted cash equivalents primarily related to funds held by the Company on behalf of clients in segregated bank accounts that generally cannot be

withdrawn or used for general operating activities.

These amounts are offset by corresponding liabilities recorded in accrued liabilities on the Company’s consolidated balance sheets.

and Europe Retrospective Responsibility Plans U.S.

and Europe Retrospective Responsibility Plans

Retrospective Responsibility Plan

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litigation escrow account, the value of the Company’s class B-1 and B-2 common stock is subject to dilution through a downward adjustment to the rate at which shares of class B-1 and B-2 common stock ultimately convert into shares of class A common stock.

This has the same economic effect on earnings per share as repurchasing the Company’s class A common stock, because it reduces the class B conversion rate and consequently the as-converted class A common stock share count with each deposit amount.

This has the same economic effect on earnings per share as repurchasing the Company’s class A common

stock because it reduces the class B conversion rate and consequently, reduces the as-converted class A common stock share count with each deposit amount.

See Note 15—Stockholders’ Equity .

Makewhole agreements.

As a condition to participating in the class B-1 common stock exchange offer, each participating stockholder, together with its respective parent guarantors (as applicable), entered into a separate makewhole agreement with Visa pursuant to which the holder agreed to reimburse Visa in cash for the portion of certain future deposits into the U.S.

As a condition to participating in the class B-1 common stock exchange offer, each participating shareholder, together with its respective parent guarantors (as applicable), entered into a separate makewhole agreement with Visa pursuant to which the holder agreed to reimburse Visa in cash for the portion of certain future deposits into the U.S.

litigation escrow account that, but for the holder's participation in the exchange offer, would have been absorbed by such holder through a reduction in the class B-1 conversion rate in respect of the class B-1 common stock it tendered in the exchange offer.

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The Visa portion of a settlement or judgment covered by the omnibus agreement would be allocated in accordance with specified provisions of the Company’s U.S.

retrospective responsibility plan.

retrospective

responsibility plan.

The litigation provision on the consolidated statements of operations was not impacted by the execution of the omnibus agreement.

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The Company has entered into a loss sharing agreement with Visa Europe and certain of Visa Europe’s member financial institutions located in the United Kingdom (UK LSA members).

Each of the UK LSA members has agreed, on a several and not joint basis, to compensate the Company for certain losses which may be incurred by the Company, Visa Europe or their affiliates as a result of certain existing and potential litigation relating to the setting and implementation of domestic multilateral interchange fee rates in the United Kingdom prior to the closing of the Visa Europe acquisition (Closing), subject to the terms and conditions set forth therein and, with respect to each UK LSA member, up to a maximum amount of the up-front cash consideration received by such UK LSA member.

The UK LSA members’ obligations under the UK loss sharing agreement are conditional upon, among other things, either (a) losses valued in excess of the sterling equivalent on June 21, 2016 of € 1.0 billion having arisen in UK covered claims (and such losses having reduced the conversion rate of the series B preferred stock accordingly), or (b) the conversion rate of the series B preferred stock having been reduced to

zero pursuant to losses arising in claims relating to multilateral interchange fee rate setting in the Visa Europe territory.

Each of the UK LSA members has agreed, on a several and not joint basis, to compensate the Company for certain losses which may be incurred by the Company, Visa Europe or their affiliates as a result of certain existing and potential litigation relating to the setting and implementation of domestic multilateral interchange fee rates in the United Kingdom prior to the closing of the Visa Europe acquisition on June 21, 2016 (Closing), subject to the terms and conditions set forth therein and, with respect to each UK LSA member, up to a maximum amount of the up-front cash consideration received by such UK LSA member.

Litigation management deed.

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This amount differs from the value of the preferred stock recorded within stockholders’ equity on the Company’s consolidated balance sheets.

The book value of the preferred stock reflects its historical value recorded at the Closing less VE territory covered losses recovered through a reduction of the applicable conversion rate.

The book value of the preferred stock reflects its historical value recorded at the

Closing less VE territory covered losses recovered through a reduction of the applicable conversion rate.

The book value does not reflect changes in the underlying class A common stock price subsequent to the Closing.

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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.

As required by the litigation management deed, on June 21, 2024, the eighth anniversary of the Visa Europe acquisition, Visa, in consultation with the VE Territory Litigation Management Committee, carried out a release assessment.

After the completion of this assessment, the Company released $ 2.7 billion of the as-converted value from its series B and C preferred stock and issued 99,264 shares of series A preferred stock in July 2024 (Eighth Anniversary Release).

As required by the litigation management deed, on June 21, 2025 and 2024, the ninth and eighth anniversaries of the Visa Europe acquisition, respectively, Visa, in consultation with the VE Territory Litigation Management Committee, carried out release assessments.

After the completion of these assessments in August 2025 and July 2024 the Company released $ 1.4 billion and $ 2.7 billion of the as-converted value from its series B and C preferred stock, respectively, and issued 40,080 and 99,264 shares of series A preferred stock, respectively (Ninth Anniversary Release and Eighth Anniversary Release, respectively;

and collectively Anniversary Releases).

Each holder of a share of series B and C preferred stock received a number of series A preferred stock equal to the applicable conversion adjustment divided by 100 .

The Company paid $ 5 million in cash in lieu of issuing fractional shares of series A preferred stock.

The Company also paid cash of $ 7 million and $ 5 million related to the Ninth and Eighth Anniversary Release, respectively, in lieu of issuing fractional shares of series A preferred stock.

Each share of series A preferred stock will be automatically converted into 100 shares of class A common stock in connection with a sale to a person eligible to hold class A common stock in accordance with Visa’s certificate of incorporation.

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:

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

For the Year Ended

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Balance as of beginning of period $ 104 $ 387 $ ( 104 )

VE territory covered losses incurred (1)

Recovery through conversion rate adjustment (2)

VE territory covered losses (1)

Recovery through conversion rate adjustments

( 5 ) ( 3 ) 8

Eighth Anniversary Release ( 176 ) ( 394 ) —

Ninth Anniversary Release ( 32 ) ( 219 ) —

Balance as of end of period $ 67 $ 165 $ ( 124 )

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Balance as of beginning of period $ 441 $ 801 $ ( 140 )

VE territory covered losses incurred (1)

Recovery through conversion rate adjustment (2)

VE territory covered losses (1)

Recovery through conversion rate adjustments (2)

( 161 ) ( 20 ) 175

Eighth Anniversary Release

( 176 ) ( 394 ) —

Balance as of end of period $ 104 $ 387 $ ( 104 )

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

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

See Note 20—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.

(2) Adjustments to right to recover for covered losses for the conversion rate adjustments differ from the actual recovered amounts due to differences in foreign exchange rates between the time the losses were incurred and the subsequent recovery through the conversion rate adjustments.

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:

September 30,

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)

As-converted Value (1),(2)

As-converted Value (1),(3)

(in millions)

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

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

As-converted value is based on unrounded numbers.

(2) As of September 30, 2025, the as-converted value of preferred stock is calculated as the product of:

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Total $ 5,412 $ 44 $ ( 5 ) $ 5,451

Debt securities with unrealized losses for less than 12 months and 12 months or greater were as follows:

September 30, 2024

Less Than 12 Months 12 Months or Greater

Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses

(in millions)

government-sponsored debt securities $ — $ — $ 164 $ —

Treasury securities — — 1,019 ( 5 )

Total $ — $ — $ 1,183 $ ( 5 )

September 30, 2023

Less Than 12 Months 12 Months or Greater

Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses

(in millions)

government-sponsored debt securities $ 412 $ ( 2 ) $ 50 $ —

Treasury securities 1,360 ( 12 ) 2,128 ( 68 )

Total $ 1,772 $ ( 14 ) $ 2,178 $ ( 68 )

The unrealized losses were primarily attributable to changes in interest rates.

The stated maturities of debt securities were as follows:

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Equity Securities

For fiscal 2024, 2023 and 2022, the Company recognized net unrealized gains of $ 12 million and net unrealized losses of $ 102 million and $ 393 million, respectively, on marketable and non-marketable equity securities held as of period end.

For fiscal 2025, 2024 and 2023, the Company recognized net unrealized gains of $ 17 million and $ 12 million and net unrealized losses of $ 102 million, respectively, on marketable and non-marketable equity securities held as of period end.

Fair value measurement alternative.

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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, assets.

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.

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Other financial instruments not measured at fair value.

As of September 30, 2024 , 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 financial instruments would be classified as Level 2 in the fair value hierarchy.

As of September 30, 2025 , the carrying values of settlement receivable and payable, accounts 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.

Note 7—Property, Equipment and Technology, Net

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Furniture, equipment and leasehold improvements 2,240 2,301

Construction-in-progress 222 344

Technology 6,599 5,660

Assets not yet placed in service

Total property, equipment and technology 10,106 9,297

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As of September 30, 2025 and 2024, accumulated amortization for technology was $ 4.0 billion and $ 3.5 billion, respectively.

For fiscal 2024, 2023 and 2022, depreciation and amortization expense related to property, equipment and technology was $ 955 million, $ 867 million and $ 771 million, respectively.

For fiscal 2025, 2024 and 2023, depreciation and amortization expense related to property, equipment and technology was $ 1.1 billion, $ 955 million and $ 867 million, respectively.

As of September 30, 2025, estimated future amortization expense on technology was as follows:

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Note 8—Intangible Assets and Goodwill

Indefinite-lived and finite-lived intangible assets consisted of the following:

Finite-lived and indefinite-lived intangible assets consisted of the following:

September 30,

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Trade names — — — 190 ( 179 ) 11

Other — — — 111 ( 111 ) —

Total finite-lived intangible assets 476 ( 245 ) 231 725 ( 477 ) 248

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Note 9—Leases

The Company entered into various operating lease agreements primarily for real estate.

The Company has entered into various operating lease agreements primarily for real estate.

The Company's leases have original lease periods expiring between fiscal 2026 and 2041.

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As of September 30, 2025 and 2024, ROU assets included in other assets on the consolidated balance sheets was $ 954 million and $ 873 million, respectively.

As of September 30, 2024 and 2023, the current portion of lease liabilities included in accrued liabilities on the consolidated balance sheets was $ 150 million and $ 106 million, respectively, and the long-term portion included in other liabilities was $ 685 million and $ 412 million, respectively.

As of September 30, 2025 and 2024, the current portion of lease liabilities included in accrued liabilities on the consolidated balance sheets was $ 150 million for both periods, and the long-term portion of lease liabilities included in other liabilities was $ 763 million and $ 685 million, respectively.

During fiscal 2025, 2024 and 2023, total operating lease cost was $ 195 million, $ 179 million and $ 129 million, respectively.

As of September 30, 2024 and 2023, the weighted-average remaining lease term for operating leases was approximately eight years and the weighted-average discount rate for operating leases was 3.51 % and 2.43 %, respectively.

As of September 30, 2025 and 2024, the weighted-average remaining lease term for operating leases was approximately nine and eight years, respectively, and the weighted-average discount rate for operating leases was 4.11 % and 3.51 %, respectively.

As of September 30, 2025, the present value of future minimum lease payments was as follows:

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1,587 1,513 1.71 %

2.25 % Senior Notes due May 2028

1,470 — 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

Total debt 25,392 21,111

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See Note 1—Summary of Significant Accounting Policies and Note 13—Derivative and Hedging Instruments .

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.

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 September 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 notes may be redeemed as a whole at specified redemption prices upon the occurrence of certain U.S.

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.

As of September 30, 2025, future principal payments on the Company’s outstanding debt were as follows:

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The Company also sponsors other pension benefit plans that provide benefits for eligible internationally-based employees at certain non-U.S.

The Company’s defined benefit pension and other postretirement benefit plans are actuarially evaluated, incorporating various assumptions such as the discount rate and the expected rate of return on plan assets.

The Company’s defined benefit pension plans are actuarially evaluated, incorporating various assumptions such as the discount rate and the expected rate of return on plan assets.

Disclosures below include the U.S.

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pension plans.

The Company uses a September 30 measurement date for its pension and other postretirement benefit plans.

The Company uses a September 30 measurement date for its pension plans.

pension plans are closed to new entrants and frozen.

However, existing plan participants continue to earn interest credits on existing balances at the time of the freeze.

Additionally, the Visa Europe plans are closed to new entrants.

However, plan participants continue to earn interest credits on existing balances at the time of the freeze.

In June 2025, the U.S.

qualified defined benefit pension plan was amended to terminate effective September 30, 2025.

The termination of the plan, which is subject to applicable regulatory approvals, would not result in a reduction of benefits for plan participants.

Upon the settlement of pension obligation under the plan, which is currently expected in 2027, the Company will be fully relieved of all obligations under the plan, and a settlement gain or loss will be recognized on the consolidated statements of operations.

The Visa Europe plans are closed to new entrants.

However, future benefits continue to accrue for active participants.

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As of September 30, 2025 and 2024, for the U.S.

pension plans, the fair value of plan assets was $ 1.2 billion and $ 1.0 billion, respectively, accumulated benefit obligation was $ 670 million and $ 640 million, respectively, and the funded status was $ 531 million and $ 374 million, respectively.

As of September 30, 2024 and 2023, for non-U.S.

pension plans, the fair value of plan assets was $ 1.2 billion for both periods, accumulated benefit obligation was $ 643 million and $ 670 million, respectively, and the funded status was $ 570 million and $ 531 million, respectively.

As of September 30, 2025 and

2024, for non-U.S.

pension plans, the fair value of plan assets was $ 330 million and $ 370 million, respectively, accumulated benefit obligation was $ 276 million and $ 302 million, respectively, and the funded status was $ 54 million and $ 68 million, respectively.

As of September 30, 2024 and 2023, the amount recognized in accumulated other comprehensive income (loss) before tax for the U.S.

pension plans was $ 56 million and ($ 82 ) million, respectively.

As of September 30, 2024 and 2023, the amount recognized in accumulated other comprehensive income (loss) before tax for non-U.S.

As of September 30, 2025 and 2024, the amount included in accumulated other comprehensive income (loss) before tax for the U.S.

pension plans was $ 56 million for both periods.

As of September 30, 2025 and 2024, the amount included in accumulated other comprehensive income (loss) before tax for non-U.S.

pension plans was ($ 65 ) million and ($ 48 ) million, respectively.

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In fiscal 2025, 2024 and 2023, personnel expenses included $ 220 million, $ 212 million, and $ 192 million, respectively, attributable to the Company’s employees under the 401(k) plan.

The Company’s contributions to this 401(k) plan are funded on a current basis, and the related expenses are recognized in the period that the payroll expenses are incurred.

The Company’s contributions to this 401(k) plan are funded on a current basis, and the related expenses are recognized in the period that the personnel expenses are incurred.

Note 12—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.

The Company indemnifies its financial institution 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.

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For fiscal 2025, the Company’s maximum daily settlement exposure was $ 153.4 billion and the average daily settlement exposure was $ 91.2 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.

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

As of September 30, 2025 and 2024, the Company had total collateral of $ 8.8 billion and $ 7.7 billion, respectively.

Note 13—Derivative and Hedging Instruments

As of September 30, 2024 and 2023, the aggregate notional amount of the Company’s derivative instruments designated as hedging instruments was $ 11.7 billion and $ 11.0 billion, respectively.

As of September 30, 2024 and 2023, the aggregate notional amount of the derivative instruments not designated as hedging instruments was $ 1.9 billion and $ 0.8 billion, respectively.

The following table shows the aggregate notional amount of the Company’s derivative instruments:

September 30,

(in millions)

Designated as hedging instruments

$ 9,399 $ 11,736

Not designated as hedging instruments

Total $ 11,896 $ 13,649

The following table shows the Company’s derivative instruments at gross fair value:

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Not Designated as Hedging Instruments:

Foreign exchange forward contracts

Prepaid expenses and other current assets $ 18 $ 15

Foreign exchange forward contracts Prepaid expenses and other current assets 17 18

Designated as Hedging Instruments:

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Cross-currency swaps

Other liabilities $ 2 $ —

Accrued liabilities and other liabilities

Interest rate swaps (1)

Other liabilities $ 133 $ 314

Accrued liabilities and other liabilities

Not Designated as Hedging Instruments:

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For fiscal 2025, 2024 and 2023, the Company recognized pre-tax net gains (losses) in other comprehensive income (loss) related to cash flow hedges of ($ 172 ) million, ($ 38 ) million and ($ 126 ) million, respectively.

The amount of pre-tax net gains (losses) related to cash flow hedges recorded in accumulated other comprehensive income (loss) as of September 30, 2024 that is expected to be reclassified into the consolidated statements of operations within the next 12 months is not material.

As of September 30, 2025, the amount of pre-tax net gains (losses) included in accumulated other comprehensive income (loss) that is expected to be reclassified into the consolidated statements of operations within the next 12 months was ($ 157 ) million.

Net investment hedges .

For fiscal 2024, 2023 and 2022, the Company recognized pre-tax net gains (losses) in other comprehensive income (loss) related to net investment hedges of ($ 321 ) million, ($ 445 ) million and $ 845 million, respectively.

As of September 30, 2024 and 2023, the amount in accumulated other comprehensive income (loss) was $ 182 million and $ 433 million, respectively.

For fiscal 2025, 2024 and 2023, the Company recognized pre-tax net gains (losses) as foreign currency translation adjustment in other comprehensive income (loss) related to net investment hedges of ($ 459 ) million, ($ 321 ) million and ($ 445 ) million, respectively.

As of September 30, 2025 and 2024, the amount included in accumulated other comprehensive income (loss) was ($ 176 ) million and $ 182 million, respectively.

Credit and market risks.

The Company’s derivative financial instruments are subject to both credit and market risk.

The Company monitors the credit worthiness of the financial institutions that are counterparties to its derivative financial instruments and does not consider the risks of counterparty nonperformance to be significant.

The Company’s derivative instruments are subject to both credit and market risk.

The Company monitors the credit worthiness of the counterparties to its derivative instruments and does not consider the risks of counterparty nonperformance to be significant.

The Company mitigates this risk by entering into master netting agreements, and such agreements require each party to post collateral against its net liability position with the respective counterparty.

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As of September 30, 2025, credit and market risks related to derivative instruments were not considered significant.

Note 14—Enterprise-wide Disclosures and Concentration of Business

Note 14—Segment Information

The Company’s activities are interrelated, and each activity is dependent upon and supportive of the other.

All significant operating decisions are based on analysis of Visa as a single global business.

The Company has one reportable segment, Payment Services.

The Company’s chief operating decision maker (CODM) is the Chief Executive Officer, who uses consolidated net income in assessing performance and allocating resources.

This profitability measure is used in the annual budgeting process, and to monitor current-period performance against budget and prior-period results in order to make key operating decisions.

The CODM does not evaluate segment performance using asset information.

Significant expenses that are regularly provided to the CODM for the Company’s one reportable segment are presented on the consolidated statements of operations and are included within the reported measure of consolidated net income.

The Company’s long-lived net property and equipment and ROU assets are classified by major geographic areas as follows:

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No individual country, other than the U.S., generated 10% or more of total net revenue in these years.

In fiscal 2024, 2023 and 2022, the Company had one client that accounted for 11 %, 11 % and 10 % of its total net revenue, respectively.

In fiscal 2025, 2024 and 2023, the Company had one client that accounted for 11 % of its total net revenue for each period.

Note 15—Stockholders’ Equity

23 unchanged sentences

Conversion rates are presented on a rounded basis.

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

See class B-1 common stock exchange offer below for further details.

Series A preferred stock issuance.

In July 2024, the Company issued 99,264 shares of series A preferred stock in connection with the Eighth Anniversary Release.

In August 2025 and July 2024, the Company issued 40,080 and 99,264 shares of series A preferred stock, respectively, in connection with the Anniversary Releases.

See Note 5—U.S.

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litigation escrow account

$ 875 $ 1,500 $ 1,000

(1) Effective price per share for the period represents the weighted-average price calculated using the effective prices per share of the respective adjustments made during the period.

1 unchanged sentence

Under the terms of the Europe retrospective responsibility plan, 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, and is required to undertake periodic release assessments following the anniversary of the Visa Europe acquisition to determine if value should be released from the series B and C preferred stock.

recovery and any releases of value have the same economic effect on earnings per share as repurchasing the Company’s class A common stock because it reduces the series B and C preferred stock conversion rates and consequently, reduces the as-converted class A common stock share count.

The recovery has the same economic effect on earnings per share as repurchasing the Company’s class A common

stock because it reduces the series B and C preferred stock conversion rates and consequently, reduces the as-converted class A common stock share count.

See Note 5—U.S.

and Europe Retrospective Responsibility Plans .

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 and completed its Eighth Anniversary Release in fiscal 2024 and sixth anniversary release in fiscal 2022 (collectively, Anniversary Releases):

For the Years Ended

6 unchanged sentences

$ 352.58 $ 353.32 $ 272.89 $ 273.24 $ 219.12 $ 215.28

Recovery through conversion rate adjustment $ 161 $ 20 $ 19 $ 11 $ 135 $ 6

Recovery through conversion rate adjustments $ 5 $ 3 $ 161 $ 20 $ 19 $ 11

Anniversary Releases

$ 287 $ 1,137 $ 1,149 $ 1,569 $ — $ —

(1) The reduction in equivalent number of shares of class A common stock was less than one million shares.

(1) The reduction in equivalent number of class A common stock was less than one million shares.

(2) Effective price per share for the period represents the weighted-average price calculated using the effective price per share of the respective adjustments made during the period.

14 unchanged sentences

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

Shares repurchased in the open market include $ 90 million unsettled repurchases as of September 30, 2024.

In October 2023 and 2022, the Company’s board of directors authorized share repurchase programs of $ 25.0 billion providing multi-year flexibility, and $ 12.0 billion, respectively.

As of September 30, 2025 and 2024, shares repurchased in the open market include unsettled repurchases of $ 30 million and $ 90 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.

As of September 30, 2025, the Company’s share repurchase program had remaining authorized funds of $ 24.9 billion.

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

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

In fiscal 2025, 2024 and 2023, the Company declared and paid dividends of $ 4.6 billion, $ 4.2 billion and $ 3.8 billion, respectively.

3 unchanged sentences

4 million shares of series A preferred stock, 2 million shares of series B preferred stock and 3 million shares of series C preferred stock.

As of September 30, 2024, the Company was authorized to issue 2.0 trillion shares of class A common stock, 499 million shares of class B-1 common stock, 123 million shares of class B-2 common stock, 61 million shares of class B-3 common stock, 31 million shares of class B-4 common stock, 15 million shares of class B-5 common stock and 1.1 billion shares of class C common stock.

As of September 30, 2023, the Company was authorized to issue 2.0 trillion

shares of class A common stock, 622 million shares of class B-1 common stock and 1.1 billion shares of class C common stock.

As of September 30, 2025 and 2024, the Company was authorized to issue 2.0 trillion shares of class A common stock, 499 million shares of class B-1 common stock, 123 million shares of class B-2 common stock, 61 million shares of class B-3 common stock, 31 million shares of class B-4 common stock, 15 million shares of class B-5 common stock and 1.1 billion shares of class C common stock.

Class B common stock.

On January 23, 2024, Visa’s common stockholders approved amendments to the Company’s certificate of incorporation authorizing Visa to implement an exchange offer program that would have the effect of releasing 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.

The Company’s certificate of incorporation authorizes Visa to implement an exchange offer program that would have the effect of releasing 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.

It also authorizes 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.

The class B common stock is not convertible or transferable until the date on which all of the U.S.

12 unchanged sentences

Class B-1 common stock exchange offer .

On May 6, 2024, Visa accepted 241 million shares of class B-1 common stock tendered in the exchange offer.

In exchange, on May 8, 2024, Visa issued approximately 120 million shares of class B-2 common stock and 48 million shares of class C common stock.

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.

The 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.

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.

Class C common stock.

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The conversion rates may also be reduced from time to time to offset certain liabilities.

The series A preferred stock, generally designed to be economically equivalent to the Company’s class A common stock, is freely transferable and each share of series A preferred stock will automatically convert into 100 shares of class A common stock upon a transfer to any holder that is eligible to hold class A common stock under the charter.

See Note 5—U.S.

1 unchanged sentence

Voting rights.

The holders of the series B and C preferred stock have no right to vote on any matters, except for certain defined matters, including, in specified circumstances, any consolidation, merger, combination or similar transaction of the Company in which the preferred stockholders would either (i) receive shares of common stock or other equity securities of the Company with preferences, rights and privileges that are not substantially identical to the preferences, rights and privileges of the applicable series of preferred stock or (ii) receive securities, cash or other property that is different from what the Company’s class A common stockholders would receive.

With respect to these limited matters on which the holders of preferred stock may vote, approval by the preferred stockholders requires the affirmative vote of the outstanding voting power of each such series of preferred stock, each such series voting as a single class.

In either case, the series B and C preferred stockholders are entitled to cast a number of votes equal to the number of shares held by each such holder.

The holders of the series B and C preferred stock have no right to vote on any matters, except for certain defined matters, including, in specified circumstances, any consolidation, merger, combination or similar transaction of the Company in which the preferred shareholders would either (i) receive shares of common stock or other equity securities of the Company with preferences, rights and privileges that are not substantially identical to the preferences, rights and privileges of the applicable series of preferred stock or (ii) receive securities, cash or

other property that is different from what the Company’s class A common shareholders would receive.

With respect to these limited matters on which the holders of preferred stock may vote, approval by the preferred shareholders requires the affirmative vote of the outstanding voting power of each such series of preferred stock, each such series voting as a single class.

In either case, the series B and C preferred shareholders are entitled to cast a number of votes equal to the number of shares held by each such holder.

Holders of the series A preferred stock, upon issuance at conversion, will have similar voting rights to the rights of the holders of the series B and C preferred stock.

Class A common stockholders have the right to vote on all matters on which stockholders generally are entitled to vote.

Class B and C common stockholders have no right to vote on any matters, except for certain defined matters, including (i) any decision to exit the core payments business, in which case the class B and C common stockholders will vote together with the class A common stockholders in a single class, (ii) in specified circumstances, any consolidation, merger, combination or similar transaction of the Company, in which case the class B and C common stockholders will vote together as a single class, and (iii) the approval of certain amendments to the Company’s certificate of incorporation, in which case class A, B and C common stockholders will vote as a separate class, including if such amendments affect the terms of class B or C common stock.

In these cases, the class B and C common stockholders are entitled to cast a number of votes equal to the number of shares of class B or C common stock held multiplied by the applicable conversion rate in effect on the record date.

Class A common shareholders have the right to vote on all matters on which shareholders generally are entitled to vote.

Class B and C common shareholders have no right to vote on any matters, except for certain specified circumstances, including (i) a decision to exit the core payments business, in which case the class B and C common shareholders will vote together with the class A common shareholders in a single class, (ii) in specified circumstances, any consolidation, merger, combination or similar transaction of the Company, in which case the class B and C common shareholders will vote together as a single class, and (iii) the approval of certain amendments to the Company’s certificate of incorporation, in which case class A, B and C common shareholders will vote as a separate class, including if such amendments affect the terms of class B or C common stock.

In these cases, the class B and C common shareholders are entitled to cast a number of votes equal to the number of shares of class B or C common stock held multiplied by the applicable conversion rate in effect on the record date.

Holders of the Company’s common stock have no right to vote on any amendment to the current certificate of incorporation that relates solely to any series of preferred stock.

22 unchanged sentences

Class B-1 common stock 2,292 148 $ 15.46 $ 2,289 148 $ 15.45

Class B-2 common stock (4)

752 49 $ 15.45 $ 751 49 $ 15.43

Class C common stock 623 16 $ 38.97 $ 623 16 $ 38.92

15 unchanged sentences

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 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 each of fiscal 2024, 2023 and 2022.

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

(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.

In fiscal 2025, 2024 and 2023, the common stock equivalents were not material for each period.

(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 15—Stockholders’ Equity for further details.

8 unchanged sentences

Participating securities

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

(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 15—Stockholders’ Equity for further details.

1 unchanged sentence

Equity Incentive Compensation Plan

The Company’s amended and restated 2007 Equity Incentive Compensation Plan (EIP) authorizes the compensation committee of the board of directors to grant various types of equity awards, including non-qualified stock options (options), RSUs and performance-based shares to its employees and non-employee directors, for up to 198 million shares of class A common stock.

The Company’s amended and restated 2007 Equity Incentive Compensation Plan (EIP) authorizes the compensation committee of the board of directors to grant various types of equity awards, including non-qualified stock options (options), RSUs and performance shares to its employees and non-employee directors, for up to 198 million shares of class A common stock.

Shares available for grant may be either authorized and unissued or previously issued shares subsequently acquired by the Company.

58 unchanged sentences

As of September 30, 2025, there was $ 824 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 0.93 year.

Performance-based Shares

For the Company’s performance-based shares, in addition to service conditions, the ultimate number of shares to be earned depends on the achievement of both performance and market conditions.

Performance Shares

For the Company’s performance shares, in addition to service conditions, the ultimate number of shares to be earned depends on the achievement of both performance and market conditions.

T he performance condition is based on the Company’s earnings per share target.

The market condition is based on the Company’s total shareholder return ranked against that of other companies that are included in the Standard & Poor’s 500 Index.

The fair value of each performance-based shares incorporating the market condition was estimated on the date of grant using a Monte Carlo simulation model with the following weighted-average assumptions:

The fair value of each performance share incorporating the market condition was estimated on the date of grant using a Monte Carlo simulation model with the following weighted-average assumptions:

For the Years Ended

8 unchanged sentences

0.8 % 0.8 % 0.8 %

Fair value per performance-based share granted $ 281.85 $ 221.32 $ 186.50

Fair value per performance share granted

$ 345.65 $ 281.85 $ 221.32

(1) Based on the zero-coupon U.S.

2 unchanged sentences

(3) Based on the Company’s annual dividend rate on the date of grant.

Performance-based shares vest over three years and are subject to earlier vesting in full under certain conditions.

During fiscal 2024, 2023 and 2022 , the total grant date fair value of performance-based shares vested and earned was $ 81 million , $ 44 million and $ 49 million, respectively.

Compensation cost for performance-based shares is initially estimated based on target performance.

Performance shares vest over three years and are subject to earlier vesting in full under certain conditions.

During fiscal 2025, 2024 and 2023 , the total grant date fair value of performance shares vested and earned was $ 101 million, $ 81 million and $ 44 million, respectively.

Compensation cost for performance shares is initially estimated based on target performance.

It is recorded net of estimated forfeitures and adjusted as appropriat e throughout the performance period.

The following table summarizes the maximum number of performance-based shares which could be earned and related activity:

The following table summarizes the maximum number of performance shares which could be earned and related activity:

Shares Weighted-

7 unchanged sentences

(1) Calculated by multiplying the closing stock price on the last trading day of fiscal 2025 of $ 341.38 by the number of instruments.

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

As of September 30, 2024, there was $ 75 million of total unrecognized compensation cost related to unvested performance-based shares, which is expected to be recognized over a weighted-average period of approximately 0.88 year.

(2) Represents the maximum number of performance shares which could be earned.

As of September 30, 2025, there was $ 67 million of total unrecognized compensation cost related to unvested performance shares, which is expected to be recognized over a weighted-average period of approximately 0.64 year.

Note 18—Commitments

As of September 30, 2024, future minimum payments on software licenses were as follows:

As of September 30, 2025, future minimum payments on sponsorships and software arrangements were as follows:

For the Years Ending

2 unchanged sentences

(in millions)

Software licenses $ 194 $ 78 $ 8 $ 1 $ — $ — $ 281

Future minimum payments

$ 456 $ 191 $ 160 $ 81 $ 78 $ 181 $ 1,147

Note 19—Income Taxes

36 unchanged sentences

Valuation allowance ( 264 ) ( 212 )

Deferred tax assets 1,641 1,553

Total deferred tax assets

Deferred tax liabilities:

3 unchanged sentences

Foreign taxes ( 50 ) ( 22 )

Deferred tax liabilities ( 6,802 ) ( 6,541 )

Total deferred tax liabilities

( 6,949 ) ( 6,802 )

Net deferred tax liabilities $ ( 5,421 ) $ ( 5,161 )

2 unchanged sentences

The fiscal 2025 and 2024 valuation allowances relate primarily to foreign net operating losses from subsidiaries acquired in recent years.

As of September 30, 2024, the Company had $ 894 million of foreign net operating loss carryforwards, which may be carried forward indefinitely.

As of September 30, 2025, the Company had $ 1.1 billion of foreign net operating loss carryforwards, which may be carried forward indefinitely.

The following table presents a reconciliation of the income tax provision to the amount of income tax determined by applying the U.S.

8 unchanged sentences

Reassessment of an uncertain tax position — — % — — % ( 142 ) ( 1 %)

— — % ( 142 ) ( 1 %) — — %

Conclusion of audits — — % ( 223 ) ( 1 %) — — %

State tax apportionment position — — % — — % ( 176 ) ( 1 %)

Tax position taken on certain expenses

( 263 ) ( 1 %) — — % — — %

Other, net ( 151 ) ( 1 %) ( 56 ) — % 1 — %

Income tax provision $ 4,136 17 % $ 4,173 17 % $ 3,764 18 %

In fiscal 2024 and fiscal 2023, the effective income tax rates were 17 % and 18 %, respectively.

The effective 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:

• 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.

In fiscal 2025 and fiscal 2024, the effective income tax rates 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.

In fiscal 2024 and fiscal 2023, the effective income tax rates were 17 % and 18 %, respectively, primarily due to a tax position taken across jurisdictions, as well as the following:

• 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 2022, a $ 176 million tax benefit due to a decrease in the state apportionment ratio as a result of a tax position taken related to a ruling.

As of September 30, 2025 and 2024, current income taxes receivable of $ 232 million and $ 832 million, respectively, were included in prepaid expenses and other current assets;

non-current income taxes receivable of $ 427 million and $ 442 million, respectively, were included in other assets;

income taxes payable of $ 577 million and $ 1.5 billion, respectively, were included in accrued liabilities;

and accrued income taxes of $ 1.4 billion and $ 1.9 billion, respectively, were included in other liabilities on the consolidated balance sheets.

income taxes payable of $ 512 million and $ 577 million, respectively, were included in accrued liabilities;

and accrued income taxes of $ 309 million and $ 1.4 billion, respectively, were included in other liabilities on the consolidated balance sheets.

Effective through September 30, 2028, the Company’s operating hub in the Asia Pacific region is subject to a tax incentive in Singapore which is conditional upon meeting certain requirements.

8 unchanged sentences

$ 3,750 $ 3,497 $ 2,683

Increase in unrecognized tax benefits related to prior years

Decrease in unrecognized tax benefits related to prior years

Increase related to prior years

Decrease related to prior years

( 2,455 ) ( 322 ) ( 190 )

Increase in unrecognized tax benefits related to current year

Increase related to current year

Decrease related to settlements with taxing authorities

( 49 ) ( 127 ) ( 17 )

Reduction related to lapsing statute of limitations

Decrease related to lapsing statute of limitations

( 5 ) ( 2 ) ( 4 )

1 unchanged sentence

$ 1,672 $ 3,750 $ 3,497

The increases in unrecognized tax benefits include gross timing differences and various tax positions across several jurisdictions.

The decreases in unrecognized tax benefits primarily reflect changes as a result of the conclusion of audits.

In fiscal 2024, 2023 and 2022, the Company recognized $ 29 million, $ 34 million and $ 15 million of net interest expense, respectively, related to uncertain tax positions.

In fiscal 2024 and 2023, the Company accrued no significant penalties and in fiscal 2022, the Company reversed accrued penalties of $ 31 million related to uncertain tax positions.

In fiscal 2025, the decrease in unrecognized tax benefits primarily reflects a change in gross timing differences as a result of the conclusion of an audit.

The increase in unrecognized tax benefits reflects various tax positions across several jurisdictions.

In fiscal 2025, 2024 and 2023, the Company reversed $ 140 million and recognized $ 29 million and $ 34 million of net interest expense, respectively, related to uncertain tax positions.

As of September 30, 2025 and 2024, the Company had accrued interest of $ 160 million and $ 300 million, respectively, and no significant accrued penalties related to uncertain tax positions.

The Company’s U.S.

federal income tax returns for fiscal 2016 through 2018 are currently under examination.

For fiscal 2008 through 2015, an unresolved issue related to certain income tax deductions remains.

During fiscal 2024, the Company filed a complaint with the U.S.

Court of Federal Claims challenging the position of the Internal Revenue Service.

Except for the unresolved issue, the federal statute of limitations has expired for fiscal years prior to 2016.

In fiscal 2024, a resolution was reached regarding California refund claims for fiscal 2005 through 2011.

In fiscal 2025, the Internal Revenue Service completed fieldwork related to the examination of the Company’s U.S.

federal income tax returns for fiscal 2016 through 2018.

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

For fiscal 2008 through 2015, the Company filed a complaint with the U.S.

Court of Federal Claims challenging the Internal Revenue Service’s position.

Except for this issue, the federal statute of limitations has expired for fiscal years prior to 2016.

In fiscal 2025, 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.

The California statute of limitations has expired for fiscal years prior to 2012.

In fiscal 2024, a resolution was reached regarding India tax assessments for taxable years falling within the period from fiscal 2010 to 2019.

The Company will continue to appeal assessments received for subsequent periods.

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

India tax authorities completed assessments of the Company’s income tax returns for taxable years falling within the period from fiscal 2019 to 2023.

The Company objected to these assessments and filed appeals to the appellate authorities.

The Company is also subject to examinations by various state and foreign tax authorities.

43 unchanged sentences

Balance as of end of period $ 2,698 $ 1,537

During fiscal 2024, the Company recorded additional accruals to address claims associated with the interchange multidistrict litigation.

During fiscal 2025, the Company recorded additional accruals of $ 2.2 billion and deposited $ 875 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.

37 unchanged sentences

Court of Appeals for the Second Circuit vacated the district court’s certification of the merchant class, reversed the approval of the settlement and remanded the case to the district court for further proceedings.

On remand, the district court entered an order appointing interim counsel for two putative classes of plaintiffs, a “Damages Class” and an “Injunctive Relief Class.” The plaintiffs purporting to act on behalf of the putative Damages Class subsequently filed a Third Consolidated Amended Class Action Complaint, seeking money damages and attorneys’ fees, among other relief.

On remand, the district court appointed interim counsel for two putative classes of plaintiffs, a “Damages Class” and an “Injunctive Relief Class.” The plaintiffs purporting to act on behalf of the putative Damages Class subsequently filed a Third Consolidated Amended Class Action Complaint, seeking money damages and attorneys’ fees, among other relief.

A new group of purported class plaintiffs, acting on behalf of the putative Injunctive Relief Class, filed a class action complaint against Visa, Mastercard and certain bank defendants seeking, among other things, an injunction against the setting of default interchange rates;

8 unchanged sentences

See Note 5—U.S.

and Europe Retrospective

Responsibility Plans.

Retrospective Responsibility Plans .

The additional settlement payment was added to the approximately $ 5.3 billion previously deposited into settlement accounts by the defendants pursuant to the 2012 Settlement Agreement.

6 unchanged sentences

Court of Appeals for the Second Circuit affirmed the final approval of the Amended Settlement Agreement by the district court.

On August 3, 2023, the district court entered an order appointing a special master to resolve matters arising out of or relating to the Amended Settlement Agreement’s plan of administration.

On August 3, 2023, the district court appointed a special master to resolve matters arising out of or relating to the Amended Settlement Agreement’s plan of administration.

Indirect Purchaser Claims.

14 unchanged sentences

The district court denied the Injunctive Relief Class plaintiffs’ motion for partial summary judgment.

On March 25, 2024, Visa and Mastercard entered into an agreement to resolve the Injunctive Relief Class claims (Injunctive Relief Settlement Agreement), subject to court approval.

The Injunctive Relief Settlement Agreement included, among other terms, (i) a release from class members for claims for declaratory, injunctive or equitable relief arising out of conduct alleged by the Injunctive Relief Class in the litigation that have accrued or may accrue in the future during the term of the Injunctive Relief Settlement Agreement;

(ii) provisions requiring reductions and caps on U.S.

credit interchange rates;

and (iii) provisions requiring modifications to the Company’s rules in the U.S.

that, among other things, streamline requirements for merchants who wish to impose a surcharge on credit transactions.

On March 25, 2024, Visa and Mastercard entered into a settlement agreement to resolve the Injunctive Relief Class claims.

On March 26, 2024, the Injunctive Relief Class plaintiffs filed a motion for preliminary approval of the settlement, which was denied on June 25, 2024.

21 unchanged sentences

On April 2, 2024, the district court granted in part and denied in part defendants’ motion for summary judgment on certain plaintiffs’ monopolization claims.

On May 28, 2024, the district court found that merchants serviced by Intuit and Square are members of the MDL Damages Class and therefore granted defendants’ motion to enforce the Amended Settlement Agreement, and denied a motion by Intuit Inc.

and Intuit Payment Solutions, LLC (Intuit) for partial summary judgment, regarding claims in the actions brought by Intuit and Block, Inc.

(Block) in their capacity as payment facilitators.

On August 2, 2024, defendants filed a pre-motion letter setting forth bases for a proposed motion for injunction compelling dismissal of claims by Intuit and Block.

In July 2024, the Judicial Panel on Multidistrict Litigation remanded three actions to the courts in which they were originally filed.

The action led by Grubhub Holdings Inc.

was remanded to the U.S.

In July 2024, the Judicial Panel on Multidistrict Litigation remanded the action led by Target Corporation and action led by 7-Eleven, Inc.

District Court for the Southern District of New York and remanded the action led by Grubhub Holdings Inc.

District Court for the Northern District of Illinois.

The actions led by Target Corporation and by 7-Eleven, Inc.

were both remanded to the U.S.

District Court for the Southern District of New York, and the U.S.

District Court for the Southern District of New York subsequently set a trial date for a subset of the plaintiffs in those actions.

On August 21, 2024, defendants in those actions filed a motion for a revised summary judgment ruling based on Illinois Brick .

Trials have been scheduled to begin in April 2026 for a subset of plaintiffs in the actions pending in the Southern District of New York, and in September 2026 for the plaintiffs in the action pending in the Northern District of Illinois.

In May 2024, the district court found that merchants serviced by Intuit and Square are members of the MDL Damages Class and therefore granted defendants’ motion to enforce the Amended Settlement Agreement, and denied a motion by Intuit for partial summary judgment, regarding claims in the actions brought by Intuit and Block in their capacity as payment facilitators.

In November 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 the district court adopted the recommendation on August 22, 2025.

The Company believes it has substantial defenses to the claims asserted in the putative class actions and individual merchant actions, but the final outcome of individual legal claims is inherently unpredictable.

7 unchanged sentences

After plaintiffs filed an amended complaint asserting the same claims as asserted in the prior complaint, Visa removed the action to federal court, and the case was transferred to MDL 1720.

On July 31, 2024, the magistrate judge recommended that a motion by defendants to compel arbitration and stay litigation be denied and a motion by defendants to dismiss plaintiffs’ California law claims be granted.

On August 19, 2024, plaintiffs filed an objection to the magistrate judge’s recommendation.

On December 30, 2024, the district court adopted a 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 both appealed and moved to further reconsider.

On October 20, 2025, the reconsideration motion was denied.

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

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 475 Merchants, and there are approximately 600 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.

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 over 100 Merchants with outstanding claims.

In addition, merchants continue to threaten similar proceedings, and in some cases, the Company has entered into standstill agreements.

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.

O n June 17, 2020, with respect to claims asserted by one Merchant, the Supreme Court of the United Kingdom found that Visa’s UK domestic interchange restricted competition under applicable competition law.

On September 30, 2021, Visa reached a confidential settlement agreement resolving the Merchant’s claims.

On November 26, 2021, with respect to certain pending Merchant claims, the UK Competition Appeal Tribunal (CAT) found that UK and certain other domestic and intra-European Economic Area consumer interchange fees before the introduction of the Interchange Fee Regulation (IFR) were restrictive of competition, but that the question of whether those fees are a restriction of competition after the introduction of the IFR, along with inter-regional and commercial interchange fees across all time periods, would need to be resolved at trial.

Whether any interchange fees are exempt from the finding of restriction under applicable law and the assessment of damages, if any, will also need to be considered at trial.

On October 4, 2022, the UK Court of Appeal affirmed the CAT’s ruling.

From February 14 to March 28, 2024, a trial occurred to consider whether certain interchange rates restrict competition in violation of UK antitrust law.

O n June 17, 2020, the Supreme Court of the United Kingdom found that Visa’s UK domestic interchange before the introduction of the Interchange Fee Regulation (IFR) restricted competition, a case which was subsequently settled.

On November 26, 2021, the UK Competition Appeal Tribunal (CAT) found that the question of whether domestic interchange fees are a restriction of competition after the introduction of the IFR, along with inter-regional and commercial interchange fees across all time periods, would need to be resolved at trial.

The UK Court of Appeal affirmed the CAT’s ruling, and in February and March 2024, the CAT held a trial to consider whether certain interchange rates are a restriction of competition.

In April 2025, the CAT completed a trial regarding the extent to which interchange fees were passed on by acquirers and merchants.

On June 25, 2025, the CAT issued a decision finding that certain interchange rates restrict competition under UK competition law, and Visa has sought permission from the UK Court of Appeal to appeal that decision.

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

On June 1, 2022, two class action claims were filed against Visa with the CAT on behalf of UK businesses that accepted Visa-branded payment cards at any time since June 1, 2016, alleging that UK domestic, intra-European Economic Area and inter-regional interchange fees on commercial credit cards, and inter-regional interchange fees on consumer cards, are anti-competitive.

The Europe retrospective responsibility plan covers liabilities and losses relating to the covered period, which generally refers to the period before the Closing.

On June 8, 2023, the UK Competition Appeal Tribunal initially denied class certification in the two class action claims.

However, a class certification re-hearing took place in April 2024.

In June 2024, the CAT granted class certification in the claims regarding interchange fees on commercial cards.

In October 2024, the Court of Appeal refused permission to appeal the certification.

The full scope of potential damages is not yet known because not all Merchant claims have been served and Visa has substantial defenses.

However, the claims that have been issued, served and/or preserved, seek several billion dollars in damages.

Other Litigation

The CAT subsequently granted class certification of the claim regarding interchange fees on commercial credit cards only.

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.

On November 14, 2021, a motion to certify a class action was filed against Visa and Mastercard in the Israel Central District Court.

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Visa filed its response on July 22, 2024.

The claimant filed a counter-response and a preliminary hearing was held on February 26, 2025.

The Europe retrospective responsibility plan covers liabilities and losses relating to the covered period.

See Note 5—U.S.

and Europe Retrospective Responsibility Plans.

Other Litigation

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District Court for the Southern District of New York against Visa alleging violations of the Sherman Act.

The complaint alleges Visa has monopolized and attempted to monopolize general purpose debit network services and card-not-present debit

network services in the United States through agreements with merchants, acquirers, and others and that certain agreements unreasonably restrain competition or trade in those markets.

The complaint alleges Visa has monopolized and attempted to monopolize general purpose debit network services and card-not-present debit network services in the United States through agreements with merchants, acquirers, and others and that certain agreements unreasonably restrain competition or trade in those markets.

The complaint seeks, among other relief, to enjoin Visa from engaging in the alleged anticompetitive practices.

On June 23, 2025, the court denied a motion to dismiss filed by Visa.

Debit Class Actions

Beginning on October 1, 2024, five putative class actions were filed in the U.S.

District Court for the Southern District of New York against Visa Inc., alleging that Visa has monopolized and attempted to monopolize general purpose debit network services and card-not-present debit network services in the United States through agreements with merchants, acquirers, and others and that certain agreements unreasonably restrain competition or trade in those markets.

One action was subsequently dismissed voluntarily.

An additional putative class action was filed in the U.S.

District Court for the Northern District of California asserting similar allegations.

Each of the pending cases alleges violations of the Sherman Act and seeks damages, among other relief.

Some of these cases assert violations of one or more state laws and seek injunctive relief.

Plaintiffs in these actions seek to represent one of the following classes:

(i) merchants or others that accepted general-purpose Visa debit cards from certain dates in October 2020;

(ii) persons who either purchased goods or services from a merchant that accepted Visa debit cards or who directly or indirectly paid interchange fees as debit card holders from October 20, 2020;

or (iii) persons, business, or entities that have paid Visa’s fees for debit transaction routing services from September 24, 2020.

Federal Trade Commission Civil Investigative Demand

On November 4, 2019, the Bureau of Competition of the U.S.

Federal Trade Commission (FTC) requested that Visa provide, on a voluntary basis, documents and information relating to an investigation as to whether Visa’s actions inhibited merchant choice in the selection of debit payments networks in potential violation of the Durbin Amendment to the Dodd-Frank Wall Street Reform and Consumer Protection Act.

On June 9, 2020, the FTC issued a CID to Visa requesting additional documents and information.

Visa has cooperated with the FTC in connection with the CID.

Beginning on October 1, 2024, several putative class actions were filed against the Company in the U.S.

District Court for the Southern District of New York or were filed in other courts and subsequently transferred to that court.

The complaints in those actions, brought on behalf of merchants or cardholders, alleged that Visa has monopolized and attempted to monopolize general purpose debit network services and card-not-present debit network services in the United States through agreements with merchants, acquirers, and others and that certain agreements unreasonably restrain competition or trade in those markets.

All of the complaints alleged violations of the Sherman Act and sought damages, among other relief and some of the complaints asserted violations of one or more state laws and sought injunctive relief.

On December 16, 2024, an amended consolidated complaint was filed on behalf of all persons, businesses, and other entities in the United States and its territories that have incurred Visa fees for debit routing services from January 1, 2012.

A subsequently filed putative class action was consolidated into this complaint.

On December 27, 2024, an amended consolidated complaint was filed on behalf of any cardholder in the United States who purchased goods or services with a general purpose Visa-branded debit card from January 1, 2012, and indirectly paid Visa network fees.

On February 24, 2025, Visa filed motions to dismiss the consolidated complaints by merchants and cardholders, which were granted in part and denied in part on October 29, 2025.

Separately, 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 which the court denied on August 20, 2025.

Visa has appealed that decision to the U.S.

Court of Appeals for the Second Circuit.

Securities Class Action

On November 20, 2024, a shareholder filed a putative securities class action in the U.S.

District Court for the Northern District of California asserting claims against Visa Inc., and certain current and former officers.

Following appointment as lead representative plaintiff, on July 15, 2025, the plaintiff filed an amended complaint asserting claims on behalf of all persons or entities who purchased or otherwise acquired publicly traded Visa securities between March 2, 2023, and September 23, 2024.

The amended complaint alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 by failing to disclose the alleged practices that are the subject of 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.

Visa filed motions to strike and dismiss the amended complaint on September 12, 2025.

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 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 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.

On July 23, 2025, the court entered an order approving the parties’ stipulation to stay the case pending resolution of the motion to dismiss filed in the U.S.

Securities Class Action matter.

Debit Surcharge Class Action

On December 4, 2024, a putative class action was filed 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.

On May 28, 2025, the district court granted a motion to dismiss by Visa, and plaintiff subsequently filed an amended complaint

asserting unjust enrichment and unfair competition claims, and seeking monetary damages, declarative and injunctive relief.

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

ATM Access Fee Litigation

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On August 4, 2021, the district court granted plaintiffs’ motion for class certification.

On August 20, 2025, Cardtronics USA, Inc., filed an opt-out complaint against Visa and Mastercard in the U.S.

District Court for the District of Columbia seeking damages, injunctive relief, and attorneys’ fees based on allegations similar to those alleged in the class complaint .

Consumer Class Actions .

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Visa Inc., et al., ( Mackmin ), were also filed in October 2011 in the same federal court naming Visa, Mastercard and three financial institutions as defendants.

Plaintiffs seek treble damages, restitution, injunctive relief and attorneys’ fees where available under federal and state law, including under Section 1 of the Sherman Act and consumer protection statutes.

Plaintiffs sought treble damages, restitution, injunctive relief and attorneys’ fees where available under federal and state law, including under Section 1 of the Sherman Act and consumer protection statutes.

On August 4, 2021, the district court granted class certification in each case.

On August 8, 2022, the district court in Mackmin granted plaintiffs’ motion for final approval of a class action settlement with the three financial institution defendants and entered final judgments of dismissal as to those institutions.

On May 2, 2024, Visa and Mastercard entered a definitive class settlement agreement with plaintiffs in Mackmin , which the district court preliminarily approved on July 26, 2024.

Burke, the remaining consumer action, is still pending.

On June 23, 2025, the district court in Mackmin granted plaintiffs’ motion for final approval of a class action settlement and entered final judgments of dismissal as to Visa and Mastercard.

Visa and Mastercard entered into a class settlement agreement with plaintiffs in Burke, subject to court approval.

EMV Chip Liability Shift

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The amended complaint asserts that defendants, through EMVCo, conspired to shift liability for fraudulent, faulty, or otherwise rejected payment card transactions from defendants to the purported class of merchants, defined as those merchants throughout the U.S.

who have been subjected to the “Liability Shift” since

October 2015.

who have been subjected to the “Liability Shift” since October 2015.

Plaintiffs claim that the “Liability Shift” violates Sections 1 and 3 of the Sherman Act and certain state laws, and seek treble damages, injunctive relief and attorneys’ fees.

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District Court for the Eastern District of New York.

The district court clarified that this case is not part of MDL 1720, and on August 28, 2020, granted plaintiffs’ motion for class certification.

On August 28, 2020, the court granted plaintiffs’ motion for class certification.

On November 30, 2022, Visa and other defendants served motions to decertify and for summary judgment, which the court subsequently denied.

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

Visa and Mastercard entered a class settlement agreement with plaintiffs, and the court granted preliminary approval of that settlement on October 17, 2025.

MiCamp Solutions

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District Court for the Northern District of California by MiCamp Solutions, LLC against Visa on behalf of a purported class of Independent Sales Organizations (ISOs) and their merchant customers and a purported subclass of ISOs.

The complaint alleges violations of federal and state antitrust laws, state data privacy laws and the constitution, based on, among other things, Visa’s interchange fees and its assessment of fees for non-compliance with its surcharge rules.

The complaint seeks to recover damages and to enjoin the enforcement of Visa’s default interchange and surcharge rules, among other things.

On March 5, 2024, MiCamp Solutions filed an amended complaint on behalf of the same purported class and subclass, and containing similar allegations as in the original complaint, and on March 19, 2024, Visa filed a motion to dismiss that amended complaint.

Thereafter, plaintiff filed an amended complaint alleging violations of federal and state antitrust laws, state data privacy laws and the constitution, based on, among other things, Visa’s interchange fees and its assessment of fees for non-compliance with its surcharge rules.

complaint sought to recover damages and to enjoin the enforcement of Visa’s default interchange and surcharge rules, among other things.

Visa filed a motion to dismiss that amended complaint on March 19, 2024.

On March 24, 2025, the court dismissed with prejudice plaintiffs’ constitutional law claims, dismissed with leave to amend its federal and state antitrust claims and state data privacy law claims.

On April 14, 2025, plaintiff filed a second amended individual 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 which Visa moved to dismiss on May 28, 2025.

Mirage Wine + Spirit’s Inc.

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and Mastercard Incorporated on behalf of certain merchants in the United States that accepted Apple Pay as a method of payment at the physical point-of-sale from December 14, 2019.

Plaintiff alleges a conspiracy under which Apple agreed not to enter a purported market for point-of-sale payment card networks services and seeks damages, injunctive relief and attorneys’ fees based on alleged violations of Section 1 of the Sherman Act.

After various orders that resulted in the case being maintained in its originally filed court, plaintiffs filed an Amended Class Action Complaint on August 5, 2024.

Thereafter, the district court set a trial date in 2026.

On September 26, 2024, defendants filed a motion to dismiss the Amended Class Action Complaint.

Plaintiff alleged a conspiracy under which Apple agreed not to enter a purported market for point-of-sale payment card networks services and seeks damages, injunctive relief and attorneys’ fees based on alleged violations of Section 1 of the Sherman Act.

Plaintiffs filed an Amended Class Action Complaint on August 5, 2024, and defendants filed a motion to dismiss which the court granted.

On August 8, 2025, the parties filed a stipulation for dismissal with prejudice, and the court subsequently entered a final judgment of dismissal as to all defendants.

Income Tax Litigation

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The complaint challenges the denial by the Internal Revenue Service of certain income tax deductions from 2008 through 2015 related to software that the Company developed in the United States for utilization by Visa clients.

European Commission Client Incentive Agreements Investigation

On December 2, 2022, the European Commission (EC) informed Visa that it had opened a preliminary investigation into Visa’s incentive agreements with clients.

On October 1, 2024, the EC informed Visa that it has closed the matter.

European Commission Acquirer Fees Investigation

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Jurisdictional challenges have been granted in some claims and denied in other claims, and these decisions have been appealed.

One of Visa’s jurisdictional challenges is pending in the German Federal Court of Justice.

Europe Interchange Litigation

On June 20, 2025, Visa was served with claims by a group of Swiss merchants filed in the Zurich Commercial Court against several Visa entities.

The claims allege that interchange fees on transactions in Switzerland are an unlawful restriction of competition and seek damages from June 1, 2022.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

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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 8. Financial Statements and Supplementary Data