VISA INC. 10-K

ITEM 8. Financial Statements and Supplementary Data VISA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm ( KPMG LLP , San Francisco, CA , Auditor Firm ID: 185 ) 56 Consolidated Balance Sheets 59 Consolidated Statements of Operations 60 Consolidated Statements of Comprehensive Income 61 Consolidated Statements of Changes in Equity 62 Consolidated Statements of Cash Flows 65 Notes to Consolidated Financial Statements 66 55 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors Visa Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Visa Inc. and subsidiaries (the Company) as of September 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended September 30, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 56 Table of Contents Report of Independent Registered Public Accounting Firm—(Continued) Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 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, 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. The outcome of legal proceedings to which the Company is a party is not within the complete control of the Company and may not be known for prolonged periods of time. We identified the assessment of the litigation accrual for class members opting out of the Damages Class settlement in the Interchange Multidistrict Litigation (MDL) , also known as the MDL – Individual Merchant Actions , as a critical audit matter. This proceeding involves claims that are subject to inherent uncertainties and unascertainable damages. The assessment of the litigation accrual for the MDL – Individual Merchant Actions required especially challenging auditor judgment due to the assumptions and estimation associated with the consideration and evaluation of possible outcomes. The Company could incur judgments, enter into settlements or revise its expectations regarding the outcome of merchants’ claims, which could have a material effect on the estimated amount of the liability in the period in which the effect becomes probable and reasonably estimable. 57 Table of Contents Report of Independent Registered Public Accounting Firm—(Continued) The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s litigation accrual process for the MDL – Individual Merchant Actions . We evaluated the Company’s ability to estimate its monetary exposure by comparing historically recorded liabilities to actual monetary amounts incurred upon resolution of legal matters for merchants that opted out of the previous MDL class settlement. To assess the estimated monetary exposure in the Company’s analysis, we compared such amounts to the complete population of amounts attributable to the remaining opt-out merchants. We performed a sensitivity analysis over the Company’s monetary exposure calculations, and we recalculated the amount of the ending litigation accrual. We read letters received directly from the Company’s external legal counsel and internal legal counsel that discussed the Company’s legal matters, including the MDL – Individual Merchant Actions . We also considered relevant publicly available information. /s/ KPMG LLP We have served as the Company’s auditor since 2007. San Francisco, California November 6, 2025 58 Table of Contents VISA CONSOLIDATED BALANCE SHEETS September 30, 2025 2024 (in millions, except per share data) Assets Cash and cash equivalents $ 17,164 $ 11,975 Restricted cash equivalents—U.S. litigation escrow 2,990 3,089 Investment securities 1,833 3,200 Settlement receivable 4,191 4,454 Accounts receivable 3,126 2,561 Customer collateral 3,625 3,524 Current portion of client incentives 2,158 1,918 Prepaid expenses and other current assets 2,679 3,312 Total current assets 37,766 34,033 Investment securities 999 2,545 Client incentives 5,157 4,628 Property, equipment and technology, net 4,236 3,824 Goodwill 19,879 18,941 Intangible assets, net 27,646 26,889 Other assets 3,944 3,651 Total assets $ 99,627 $ 94,511 Liabilities Accounts payable $ 555 $ 479 Settlement payable 4,568 5,265 Customer collateral 3,625 3,524 Accrued compensation and benefits 1,863 1,538 Client incentives 10,369 9,075 Accrued liabilities 5,466 4,909 Current maturities of debt 5,569 — Accrued litigation 3,033 1,727 Total current liabilities 35,048 26,517 Long-term debt 19,602 20,836 Deferred tax liabilities 5,549 5,301 Other liabilities 1,519 2,720 Total liabilities 61,718 55,374 Commitments and contingencies (Note 18 and Note 20) Equity Preferred stock, $ 0.0001 par value, 5 shares issued and outstanding as of September 30, 2025 and 2024 745 1,031 Common stock, $ 0.0001 par value: 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, 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 ) Additional paid-in capital 21,934 21,229 Accumulated income 15,106 17,289 Accumulated other comprehensive income (loss): Investment securities 12 30 Defined benefit pension and other postretirement plans ( 32 ) ( 16 ) Derivative instruments ( 307 ) ( 213 ) Foreign currency translation adjustments 575 ( 109 ) Total accumulated other comprehensive income (loss) 248 ( 308 ) Total equity 37,909 39,137 Total liabilities and equity $ 99,627 $ 94,511 See accompanying notes, which are an integral part of these consolidated financial statements. 59 Table of Contents VISA CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended September 30, 2025 2024 2023 (in millions, except per share data) Net revenue $ 40,000 $ 35,926 $ 32,653 Operating Expenses Personnel 6,961 6,264 5,831 Marketing 1,684 1,560 1,341 Network and processing 894 778 736 Professional fees 759 635 545 Depreciation and amortization 1,220 1,034 943 General and administrative 1,926 1,598 1,330 Litigation provision 2,562 462 927 Total operating expenses 16,006 12,331 11,653 Operating income 23,994 23,595 21,000 Non-operating Income (Expense) Interest expense ( 589 ) ( 641 ) ( 644 ) Investment income (expense) and other 789 962 681 Total non-operating income (expense) 200 321 37 Income before income taxes 24,194 23,916 21,037 Income tax provision 4,136 4,173 3,764 Net income $ 20,058 $ 19,743 $ 17,273 Basic Earnings Per Share Class A common stock $ 10.22 $ 9.74 $ 8.29 Class B-1 common stock $ 15.97 $ 15.46 $ 13.26 Class B-2 common stock (1) $ 15.72 $ 15.45 $ — Class C common stock $ 40.87 $ 38.97 $ 33.17 Basic Weighted-average Shares Outstanding Class A common stock 1,714 1,621 1,618 Class B-1 common stock 5 148 245 Class B-2 common stock (1) 120 49 — Class C common stock 9 16 10 Diluted Earnings Per Share Class A common stock $ 10.20 $ 9.73 $ 8.28 Class B-1 common stock $ 15.95 $ 15.45 $ 13.24 Class B-2 common stock (1) $ 15.70 $ 15.43 $ — Class C common stock $ 40.82 $ 38.92 $ 33.13 Diluted Weighted-average Shares Outstanding Class A common stock 1,966 2,029 2,085 Class B-1 common stock 5 148 245 Class B-2 common stock (1) 120 49 — 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 in May 2024. See Note 15—Stockholders’ Equity for further details. See accompanying notes, which are an integral part of these consolidated financial statements. 60 Table of Contents VISA CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Years Ended September 30, 2025 2024 2023 (in millions) Net income $ 20,058 $ 19,743 $ 17,273 Other comprehensive income (loss): Investment securities: Net unrealized gain (loss) ( 23 ) 120 53 Income tax effect 5 ( 26 ) ( 11 ) Defined benefit pension and other postretirement plans: Net unrealized actuarial gain (loss) and prior service credit (cost) ( 20 ) 172 6 Income tax effect 4 ( 40 ) — Reclassification adjustments — 9 10 Income tax effect — ( 2 ) ( 2 ) Derivative instruments: Net unrealized gain (loss) ( 172 ) ( 38 ) ( 126 ) Income tax effect 36 9 24 Reclassification adjustments 55 — 49 Income tax effect ( 13 ) ( 7 ) ( 24 ) Foreign currency translation adjustments: Translation adjustments 583 741 975 Income tax effect 101 71 98 Other comprehensive income (loss) 556 1,009 1,052 Comprehensive income $ 20,614 $ 20,752 $ 18,325 See accompanying notes, which are an integral part of these consolidated financial statements. 61 Table of Contents VISA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated Income Accumulated Other Comprehensive Income (Loss) Total Equity Shares Amount Shares Amount (in millions, except per share data) Balance as of September 30, 2024 5 $ 1,031 (1) 1,868 $ 21,229 $ ( 104 ) $ 17,289 $ ( 308 ) $ 39,137 Net income 20,058 20,058 Other comprehensive income (loss) 556 556 VE territory covered losses ( 28 ) ( 28 ) Recovery through conversion rate adjustments ( 8 ) 8 — Anniversary release (2) — (3) ( 7 ) ( 7 ) Conversions to class A common stock — (3) ( 271 ) 7 271 — Share-based compensation 897 897 Stock issued under equity plans 5 396 396 Shares withheld for taxes related to stock issued under equity plans ( 1 ) ( 281 ) ( 281 ) Cash dividends declared and paid, at a quarterly amount of $ 0.59 per class A common stock ( 4,634 ) ( 4,634 ) Repurchases of class A common stock ( 54 ) ( 578 ) ( 17,607 ) ( 18,185 ) Balance as of September 30, 2025 5 $ 745 (1) 1,825 $ 21,934 $ ( 124 ) $ 15,106 $ 248 $ 37,909 (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. 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. See accompanying notes, which are an integral part of these consolidated financial statements. 62 Table of Contents VISA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued) Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated Income Accumulated Other Comprehensive Income (Loss) Total Equity Shares Amount Shares Amount (in millions, except per share data) Balance as of September 30, 2023 5 $ 1,698 (1) 1,849 $ 20,452 $ ( 140 ) $ 18,040 $ ( 1,317 ) $ 38,733 Net income 19,743 19,743 Other comprehensive income (loss) 1,009 1,009 VE territory covered losses ( 139 ) ( 139 ) Recovery through conversion rate adjustments ( 181 ) 175 ( 6 ) Anniversary release (2) — (3) ( 5 ) ( 5 ) Conversions to class A common stock — (3) ( 481 ) 151 481 — Class B-1 common stock exchange offer ( 73 ) — (3) — Share-based compensation 850 850 Stock issued under equity plans 6 335 335 Shares withheld for taxes related to stock issued under equity plans ( 1 ) ( 208 ) ( 208 ) Cash dividends declared and paid, at a quarterly amount of $ 0.52 per class A common stock ( 4,217 ) ( 4,217 ) Repurchases of class A common stock ( 64 ) ( 681 ) ( 16,277 ) ( 16,958 ) Balance as of September 30, 2024 5 $ 1,031 (1) 1,868 $ 21,229 $ ( 104 ) $ 17,289 $ ( 308 ) $ 39,137 (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 . See accompanying notes, which are an integral part of these consolidated financial statements. 63 Table of Contents VISA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued) Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated Income Accumulated Other Comprehensive Income (Loss) Total Equity Shares Amount Shares Amount (in millions, except per share data) Balance as of September 30, 2022 5 $ 2,324 (1) 1,890 $ 19,545 $ ( 35 ) $ 16,116 $ ( 2,369 ) $ 35,581 Net income 17,273 17,273 Other comprehensive income (loss) 1,052 1,052 VE territory covered losses ( 136 ) ( 136 ) Recovery through conversion rate adjustments ( 30 ) 31 1 Conversions to class A common stock — (2) ( 596 ) 10 596 — Share-based compensation 765 765 Stock issued under equity plans 5 260 260 Shares withheld for taxes related to stock issued under equity plans ( 1 ) ( 130 ) ( 130 ) Cash dividends declared and paid, at a quarterly amount of $ 0.45 per class A common stock ( 3,751 ) ( 3,751 ) Repurchases of class A common stock ( 55 ) ( 584 ) ( 11,598 ) ( 12,182 ) Balance as of September 30, 2023 5 $ 1,698 (1) 1,849 $ 20,452 $ ( 140 ) $ 18,040 $ ( 1,317 ) $ 38,733 (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. (2) Increase or decrease is less than one million . See accompanying notes, which are an integral part of these consolidated financial statements. 64 Table of Contents VISA CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended September 30, 2025 2024 2023 (in millions) Operating Activities Net income $ 20,058 $ 19,743 $ 17,273 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Client incentives 15,751 13,764 12,297 Share-based compensation 897 850 765 Depreciation and amortization 1,220 1,034 943 Deferred income taxes 152 ( 100 ) ( 483 ) VE territory covered losses ( 28 ) ( 139 ) ( 136 ) (Gains) losses on equity investments, net 87 94 104 Other 94 136 14 Change in operating assets and liabilities: Settlement receivable 374 ( 2,175 ) ( 160 ) Accounts receivable ( 542 ) ( 237 ) ( 250 ) Client incentives ( 15,314 ) ( 14,067 ) ( 11,014 ) Other assets 160 ( 199 ) ( 24 ) Accounts payable 67 109 34 Settlement payable ( 847 ) 1,841 ( 194 ) Accrued and other liabilities ( 373 ) ( 676 ) 1,291 Accrued litigation 1,303 ( 28 ) 295 Net cash provided by (used in) operating activities 23,059 19,950 20,755 Investing Activities Purchases of property, equipment and technology ( 1,482 ) ( 1,257 ) ( 1,059 ) Purchases of investment securities — ( 4,443 ) ( 4,363 ) Proceeds from maturities and sales of investment securities 3,024 5,013 3,160 Acquisitions, net of cash and restricted cash acquired ( 887 ) ( 915 ) — Purchases of other investments ( 68 ) ( 231 ) ( 121 ) Proceeds from settlement of derivative instruments — — 402 Other investing activities 121 ( 93 ) ( 25 ) Net cash provided by (used in) investing activities 708 ( 1,926 ) ( 2,006 ) Financing Activities Repurchases of class A common stock ( 18,316 ) ( 16,713 ) ( 12,101 ) Repayments of debt — — ( 2,250 ) Dividends paid ( 4,634 ) ( 4,217 ) ( 3,751 ) Proceeds from issuance of senior notes 3,924 — — Proceeds from stock issued under equity plans 396 335 260 Taxes paid related to stock issued under equity plans ( 281 ) ( 208 ) ( 130 ) Other financing activities ( 52 ) 170 200 Net cash provided by (used in) financing activities ( 18,963 ) ( 20,633 ) ( 17,772 ) Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents 420 382 636 Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents 5,224 ( 2,227 ) 1,613 Cash, cash equivalents, restricted cash and restricted cash equivalents as of beginning of period 19,763 21,990 20,377 Cash, cash equivalents, restricted cash and restricted cash equivalents as of end of period $ 24,987 $ 19,763 $ 21,990 Supplemental Disclosure 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. 65 Table of Contents VISA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2025 Note 1—Summary of Significant Accounting Policies Organization . Visa Inc. (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 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 (GAAP). 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. Use of estimates. 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. These estimates may change as new events occur and additional information is obtained, and will be recognized in the period in which such changes occur. Future actual results could differ materially from these estimates. The use of estimates in specific accounting policies is described further below as appropriate. Cash, cash equivalents, restricted cash and restricted cash equivalents . Cash and cash equivalents include cash and certain highly liquid investments with original maturities of 90 days or less from the date of purchase. Cash equivalents are primarily recorded at cost, which approximates fair value due to their generally short maturities. The Company defines restricted cash and restricted cash equivalents as cash and cash equivalents that cannot be withdrawn or used for general operating activities. See Note 4—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents. Restricted cash equivalents—U.S. litigation escrow . The Company maintains an escrow account from which monetary liabilities from settlements of, or judgments in, the U.S. covered litigation are paid. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 20—Legal Matters for a discussion of the U.S. covered litigation. 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. Fair value. The Company measures certain financial assets and liabilities at fair value on a recurring basis. Certain non-financial assets such as goodwill, intangible assets and property, equipment and technology are subject to nonrecurring fair value measurements if they are deemed to be impaired. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are reported under a three-level valuation hierarchy. See Note 6—Fair Value Measurements and Investments. Available-for-sale debt securities. 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. Treasury securities. These securities are recorded at cost at the time of purchase and are carried at fair value. The Company considers these securities to be available-for-sale to meet working capital and liquidity needs. 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 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 66 Table of Contents 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 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 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 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. The Company regularly reviews investments accounted for under the equity method and the fair value measurement alternative for possible impairment, which generally involves an analysis of the facts and changes in circumstances influencing the investment, expectations of the entity’s cash flows and capital needs, and the viability of its business model. Financial instruments . 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 and payable, customer collateral, non-marketable equity securities, derivative instruments and debt. See Note 6—Fair Value Measurements and Investments. Settlement receivable and payable . The Company operates systems for authorizing, clearing and settling payment transactions worldwide. Most U.S. dollar settlements with the Company’s financial institution clients are settled within the same day and do not result in a receivable or payable balance. Settlements in currencies other than the U.S. dollar generally remain outstanding for one to two business days, resulting in amounts due from and to clients. These amounts are presented as settlement receivable and settlement payable on the consolidated balance sheets. Guarantees and indemnifications . The Company recognizes an obligation at inception for guarantees and indemnifications that qualify for recognition, regardless of the probability of occurrence. 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. See Note 12—Settlement Guarantee Management. The 67 Table of Contents 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 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 Visa 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 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. 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 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. 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. Qualifying costs incurred during the application development stage are capitalized. 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 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 . Leases . 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 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 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 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. 68 Table of Contents 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 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 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 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 . Accrued litigation . The Company evaluates the likelihood of an unfavorable outcome in legal or regulatory proceedings to which it is a party and records a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These judgments are inherently subjective and based on a number of factors, including the specifics of such legal or regulatory proceedings, the merits of the Company’s defenses and consultation with internal and external legal counsel. 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. See Note 20—Legal Matters. Revenue recognition . The Company’s net revenue is comprised principally of the following categories: service revenue, data processing revenue, international transaction revenue, and other revenue, reduced by client incentives. 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, 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 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. 69 Table of Contents 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 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 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 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 in which the related transactions occur or the services are performed. Client incentives. 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. These accruals are regularly reviewed and estimates of performance are adjusted, as appropriate, based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts. Client incentives assets and liabilities are classified on the consolidated balance sheets as current or long-term based on a 12-month operating cycle. Marketing. 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 . The Company accounts for income taxes using the asset and liability method. 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 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. A valuation allowance is recorded for the portions that are not expected to be realized based on the level of historical taxable income, projections of future taxable income over the periods in which the temporary differences are deductible, and qualifying tax planning strategies. Where interpretation of the tax law may be uncertain, the Company recognizes, measures and discloses income tax uncertainties. The Company accounts for interest expenses and penalties, if any, related to uncertain tax positions in interest expense and investment income (expense) and other, respectively, on the consolidated statements of operations. See Note 19—Income Taxes . 70 Table of Contents Foreign currency remeasurement and translation . The Company’s functional currency is the U.S. dollar for the majority of its foreign operations except for Visa Europe Limited (Visa Europe) whose functional currency is the Euro. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the functional currency using exchange rates in effect at the balance sheet dates. 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. 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 recorded as a component of accumulated other comprehensive income (loss) on the consolidated balance sheets. Derivative and hedging instruments . Derivatives are carried at fair value on a gross basis on the consolidated balance sheets. The Company utilizes foreign exchange forward contracts to hedge against foreign currency exchange rate fluctuations related to certain monetary assets and liabilities denominated in foreign currencies. Gains and losses resulting from changes in the fair value of these derivative instruments not designated for hedge accounting are recorded in general and administrative expense on the consolidated statements of operations. The Company also uses foreign exchange forward contracts, which are designated as cash flow hedges, to reduce its exposure to foreign currency rate changes on forecasted non-functional currency denominated operational cash flows. The terms of these derivative instruments are generally no more than 12 months. The Company uses regression analysis to assess hedge effectiveness prospectively and retrospectively. 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 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 line item 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 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 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. 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. Cash flows associated with derivatives designated as a fair value hedge or a net investment hedge are classified as an investing activity. Cash flows associated with derivatives not designated as a hedging instrument are classified as an operating activity. See Note 13—Derivative and Hedging Instruments . Share-based compensation . The Company measures share-based compensation cost at the grant date, net of estimated forfeitures, based on the estimated fair value of the award. 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 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. See Note 17—Share-based Compensation. 71 Table of Contents Earnings per share . The Company calculates earnings per share using the two-class method to reflect the different rights of each class of outstanding common stock and participating securities. Basic earnings per share is computed by dividing net income available to each class of shares by the weighted-average number of shares of common stock and participating securities outstanding during the period. Participating securities include the Company’s series A, B and C preferred stock and restricted stock units (RSUs) that contain non-forfeitable rights to dividends or dividend equivalents. Net income is allocated to each class of common stock and participating securities based on its proportional ownership on an as-converted basis. The weighted-average number of shares outstanding of each class of common stock reflects changes in ownership over the periods presented. See Note 15—Stockholders’ Equity . Diluted earnings per share is computed by dividing net income available to each class of shares by the weighted-average number of shares of common stock outstanding, participating securities outstanding and, if dilutive, potential class A common stock equivalent shares outstanding during the period. Dilutive class A common stock equivalents may consist of: (1) shares of class A common stock issuable upon the conversion of series A, B and C preferred stock and class B-1, B-2 and C common stock based on the conversion rates in effect through the period, and (2) incremental shares of class A common stock calculated by applying the treasury stock method to the assumed exercise of employee stock options, the assumed purchase of stock under the Company’s employee stock purchase plan and the assumed vesting of unearned performance shares. 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 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. The Company allocated $ 139 million of the purchase consideration to technology, customer relationships, other net assets acquired and deferred tax liabilities and the remaining $ 790 million to goodwill. 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 72 Table of Contents geographical markets. The following tables disaggregate the Company’s net revenue by revenue category and by geography: For the Years Ended September 30, 2025 2024 2023 (in millions) Service revenue $ 17,539 $ 16,114 $ 14,826 Data processing revenue 19,993 17,714 16,007 International transaction revenue 14,166 12,665 11,638 Other revenue 4,053 3,197 2,479 Client incentives ( 15,751 ) ( 13,764 ) ( 12,297 ) Net revenue $ 40,000 $ 35,926 $ 32,653 For the Years Ended September 30, 2025 2024 2023 (in millions) U.S. $ 15,633 $ 14,780 $ 14,138 International 24,367 21,146 18,515 Net revenue $ 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. As of September 30, 2025, the remaining performance obligations were $ 4.9 billion. The Company expects approximately half to be recognized as revenue in the next two years and the remaining thereafter. However, the amount and timing of revenue recognition is affected by several factors, including contract modifications and terminations, which could impact the estimate of amounts allocated to remaining performance obligations and when such revenue could be recognized. Note 4—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported on the consolidated balance sheets that aggregate to the beginning and ending balances shown in the consolidated statements of cash flows as follows: September 30, 2025 2024 (in millions) Cash and cash equivalents $ 17,164 $ 11,975 Restricted cash and restricted cash equivalents: U.S. litigation escrow 2,990 3,089 Customer collateral 3,625 3,524 Prepaid expenses and other current assets 1,208 1,175 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 primarily related to funds held by the Company on behalf of clients in segregated bank accounts that generally cannot be 73 Table of Contents 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. Note 5—U.S. and Europe Retrospective Responsibility Plans U.S. Retrospective Responsibility Plan The Company has established several related mechanisms designed to address potential liability under certain litigation (U.S. covered litigation). These mechanisms are included in and referred to as the U.S. retrospective responsibility plan and consist of a U.S. litigation escrow agreement, the conversion feature of the Company’s shares of class B common stock, the makewhole agreements relating to the class B-1 common stock exchange offer, the indemnification obligations of the Visa U.S.A. Inc. (Visa U.S.A.) members, an interchange judgment sharing agreement, a loss sharing agreement and an omnibus agreement, as amended. U.S. covered litigation consists of a number of matters that have been settled or otherwise fully or substantially resolved, as well as the following: • the Interchange Multidistrict Litigation . In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, 1:05-md-01720-JG-JO (E.D.N.Y.) or MDL 1720, including all cases currently included in MDL 1720, any other case that includes claims for damages relating to the period prior to the Company’s initial public offering (IPO) that has been or is transferred for coordinated or consolidated pre-trial proceedings at any time to MDL 1720 by the Judicial Panel on Multidistrict Litigation or otherwise included at any time in MDL 1720 by order of any court of competent jurisdiction; • any claim that challenges the reorganization or the consummation thereof; provided that such claim is transferred for coordinated or consolidated pre-trial proceedings at any time to MDL 1720 by the Judicial Panel on Multidistrict Litigation or otherwise included at any time in MDL 1720 by order of any court of competent jurisdiction; and • any case brought after October 22, 2015 by a merchant that opted out of the Rule 23(b)(3) settlement class in MDL 1720 that arises out of facts or circumstances substantially similar to those alleged in MDL 1720 and that is not transferred to or otherwise included in MDL 1720. See Note 20—Legal Matters . U.S. litigation escrow agreement. In accordance with the U.S. litigation escrow agreement, the Company maintains an escrow account, from which settlements of, or judgments in, the U.S. covered litigation are paid. The decision to add funds to the escrow account is made by the board of directors, upon request by the Company’s litigation committee, all members of which are affiliated with, or act for, certain Visa U.S.A. members. The accrual related to the U.S. covered litigation could be either higher or lower than the U.S. litigation escrow account balance. See Note 20—Legal Matters . The following table presents the changes in the U.S. litigation escrow account: For the Years Ended September 30, 2025 2024 (in millions) Balance as of beginning of period $ 3,089 $ 1,764 Deposits into the U.S. litigation escrow account 875 1,500 Payments to opt-out merchants (1) , net of interest earned on escrow funds ( 974 ) ( 175 ) Balance as of end of period $ 2,990 $ 3,089 (1) These payments are associated with the interchange multidistrict litigation. See Note 20—Legal Matters . Conversion feature. Under the terms of the plan, when the Company funds the U.S. 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 74 Table of Contents 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 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. Payments under the makewhole agreements arise when, as a result of a deposit into the U.S. litigation escrow account, the as-converted value of the class B-2 common stock a holder received in the exchange offer becomes or is already less than zero, but the class B-1 conversion rate remains greater than or equal to zero. No additional payment obligations will arise under the makewhole agreements after the class B-1 conversion rate reaches zero. See Note 15—Stockholders’ Equity . Indemnification obligations . To the extent that amounts available under the U.S. litigation escrow arrangement and other agreements in the plan are insufficient to fully resolve the U.S. covered litigation, the Company will use commercially reasonable efforts to enforce the indemnification obligations of Visa U.S.A.’s members for such excess amounts, including but not limited to enforcing indemnification obligations pursuant to Visa U.S.A.’s certificate of incorporation and bylaws and in accordance with their membership agreements. Interchange judgment sharing agreement. Visa U.S.A. and Visa International Service Association (Visa International) have entered into an interchange judgment sharing agreement with certain Visa U.S.A. members that have been named as defendants in the interchange multidistrict litigation, which is described in Note 20—Legal Matters . Under this judgment sharing agreement, Visa U.S.A. members that are signatories will pay their membership proportion of the amount of a final judgment not allocated to the conduct of Mastercard. Loss sharing agreement. Visa has entered into a loss sharing agreement with Visa U.S.A., Visa International and certain Visa U.S.A. members. The loss sharing agreement provides for the indemnification of Visa U.S.A., Visa International and, in certain circumstances, Visa with respect to: (i) the amount of a final judgment paid by Visa U.S.A. or Visa International in the U.S. covered litigation after the operation of the U.S. litigation escrow arrangement, conversion feature of the Company’s class B common stock and interchange judgment sharing agreement, plus any amounts reimbursable to the interchange judgment sharing agreement signatories; or (ii) the damages portion of a settlement of a U.S. covered litigation that is approved as required under Visa U.S.A.’s certificate of incorporation by the vote of Visa U.S.A.’s specified voting members. The several obligation of each bank that is a party to the loss sharing agreement will equal the amount of any final judgment enforceable against Visa U.S.A., Visa International or any other signatory to the interchange judgment sharing agreement, or the amount of any approved settlement of a U.S. covered litigation, multiplied by such bank’s then-current membership proportion as calculated in accordance with Visa U.S.A.’s certificate of incorporation. On October 22, 2015, Visa entered into an amendment to the loss sharing agreement. The amendment includes within the scope of U.S. covered litigation any action brought after the amendment by an opt-out from the Rule 23(b)(3) Settlement Class in MDL 1720 that arises out of facts or circumstances substantially similar to those alleged in MDL 1720 and that is not transferred to or otherwise included in MDL 1720. On the same date, Visa entered into amendments to the interchange judgment sharing agreement and omnibus agreement that include any such action within the scope of those agreements as well. Omnibus agreement. Visa entered into an omnibus agreement with Mastercard and certain Visa U.S.A. members that confirmed and memorialized the signatories’ intentions with respect to the loss sharing agreement, the interchange judgment sharing agreement and other agreements relating to the interchange multidistrict litigation, see Note 20—Legal Matters. Under the omnibus agreement, the monetary portion of any settlement of the interchange multidistrict litigation covered by the omnibus agreement would be divided into a Mastercard portion at 33.3333 % and a Visa portion at 66.6667 %. In addition, the monetary portion of any judgment assigned to Visa-related claims in accordance with the omnibus agreement would be treated as a Visa portion. Visa would have no liability for the monetary portion of any judgment assigned to Mastercard-related claims in accordance with the omnibus agreement, and if a judgment is not assigned to Visa-related claims or Mastercard-related claims in accordance with the omnibus agreement, then any monetary liability would be divided into a Mastercard portion at 33.3333 % and a Visa portion at 66.6667 %. 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 75 Table of Contents responsibility plan. The litigation provision on the consolidated statements of operations was not impacted by the execution of the omnibus agreement. On August 26, 2014, Visa entered into an amendment to the omnibus agreement. The omnibus amendment makes applicable to certain settlements in opt-out cases in the interchange multidistrict litigation the settlement-sharing provisions of the omnibus agreement, pursuant to which the monetary portion of any settlement of the interchange multidistrict litigation covered by the omnibus agreement would be divided into a Mastercard portion at 33.3333 % and a Visa portion at 66.6667 %. The omnibus amendment also provides that in the event of termination of the class settlement agreement, Visa and Mastercard would make mutually acceptable arrangements so that Visa shall have received two-thirds and Mastercard shall have received one-third of the total of (i) the sums paid to defendants as a result of the termination of the settlement agreement and (ii) the takedown payments previously made to defendants. Europe Retrospective Responsibility Plan UK loss sharing agreement. 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 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. 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. Litigation management deed. The Company has entered into a litigation management deed with Visa Europe which sets forth the agreed upon procedures for the management of the VE territory covered litigation, the allocation of losses resulting from this litigation (VE territory covered losses) between the series B and C preferred stock, and any accelerated conversion or reduction in the conversion rate of the shares of series B and C preferred stock. The litigation management deed applies only to VE territory covered litigation (and resultant losses and liabilities). The litigation management deed provides that the Company will generally control the conduct of the VE territory covered litigation, subject to certain obligations to report and consult with the litigation management committee for VE territory covered litigation (VE Territory Litigation Management Committee). The VE Territory Litigation Management Committee, which is composed of representatives of certain Visa Europe members, has also been granted consent rights to approve certain material decisions in relation to the VE territory covered litigation. The Company obtained certain protections for VE territory covered losses through the series B and C preferred stock, the UK loss sharing agreement and the litigation management deed (collectively Europe retrospective responsibility plan). The plan covers VE territory covered litigation (and resultant liabilities and losses) relating to the covered period, which generally refers to the period before the Closing. Visa’s protection from the plan is further limited to 70 % of any liabilities where the claim relates to inter-regional multilateral interchange fee rates, where the issuer is located outside the Visa Europe territory and the merchant is located within the Visa Europe territory. The plan does not protect the Company in Europe against all types of litigation or remedies or fines imposed in competition law enforcement proceedings, only the interchange litigation specifically covered by the plan’s terms. Unlike the U.S. retrospective responsibility plan, the Europe retrospective responsibility plan does not have an escrow account that is used to fund settlements or judgments. The Company is entitled to recover VE territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock. The total amount of protection available through the preferred stock component of the Europe retrospective responsibility plan is equivalent to the as-converted value of the preferred stock, which can be calculated at any point in time as the product of: (a) the outstanding number of shares of preferred stock; (b) the current conversion rate applicable to each series of preferred stock; and (c) Visa’s class A common stock price. 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 76 Table of Contents 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. Visa Inc. net income is not impacted by VE territory covered losses as long as the as-converted value of the preferred stock is greater than the covered loss. VE territory covered losses are recorded when the loss is deemed to be probable and reasonably estimable, or in the case of attorney’s fees, when incurred. Concurrently, the Company records a reduction to stockholders’ equity in the contra-equity account right to recover for covered losses, which represents the Company’s right to recover such losses through adjustments to the conversion rate applicable to the preferred stock. VE territory covered losses may be recorded before the corresponding adjustment to the applicable conversion rate is effected. Adjustments to the conversion rate may be executed once in any six-month period unless a single, individual loss greater than € 20 million is incurred, in which case, the six-month limitation does not apply. When the adjustment to the conversion rate is made, the amount previously recorded in right to recover for covered losses is then recorded against the book value of the preferred stock within stockholders’ equity. 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 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 tables present the activities in the preferred stock and right to recover for covered losses within stockholders’ equity: For the Year Ended September 30, 2025 Preferred Stock Right to Recover for Covered Losses Series B Series C (in millions) Balance as of beginning of period $ 104 $ 387 $ ( 104 ) VE territory covered losses (1) — — ( 28 ) Recovery through conversion rate adjustments ( 5 ) ( 3 ) 8 Ninth Anniversary Release ( 32 ) ( 219 ) — Balance as of end of period $ 67 $ 165 $ ( 124 ) 77 Table of Contents For the Year Ended September 30, 2024 Preferred Stock Right to Recover for Covered Losses Series B Series C (in millions) Balance as of beginning of period $ 441 $ 801 $ ( 140 ) VE territory covered losses (1) — — ( 139 ) 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 reflect litigation provision for settlements with merchants and additional legal costs. See Note 20—Legal Matters . (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, 2025 2024 As-converted Value (1),(2) Book Value As-converted Value (1),(3) Book Value (in millions) Series B preferred stock $ 566 $ 67 $ 684 $ 104 Series C preferred stock 823 165 1,550 387 Total 1,389 232 2,234 491 Less: right to recover for covered losses ( 124 ) ( 124 ) ( 104 ) ( 104 ) Total recovery for covered losses available $ 1,265 $ 108 $ 2,130 $ 387 (1) Figures in the table may not recalculate exactly due to rounding. 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: (a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b) 0.6690 and 0.7640 , the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $ 341.38 , Visa’s class A common stock closing stock price. (3) As of September 30, 2024, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b) 1.0030 and 1.7860 , the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $ 274.95 , Visa’s class A common stock closing stock price. 78 Table of Contents Note 6—Fair Value Measurements and Investments Assets and Liabilities Measured at Fair Value on a Recurring Basis Fair Value Measurements as of September 30 Using Inputs Considered as Level 1 Level 2 2025 2024 2025 2024 (in millions) Assets Cash equivalents and restricted cash equivalents: Money market funds $ 13,760 $ 10,403 $ — $ — U.S. Treasury securities — 7 — — Investment securities: Marketable equity securities 411 301 — — U.S. government-sponsored debt securities — — 305 496 U.S. Treasury securities 2,116 4,948 — — Other current and non-current assets: Money market funds 28 25 — — Derivative instruments — — 62 103 Total $ 16,315 $ 15,684 $ 367 $ 599 Liabilities Accrued compensation and benefits: Deferred compensation liability $ 268 $ 238 $ — $ — Accrued and other liabilities: Derivative instruments — — 319 226 Total $ 268 $ 238 $ 319 $ 226 Level 1 assets and liabilities. Money market funds, U.S. Treasury securities and marketable equity securities are classified as Level 1 within the fair value hierarchy, as fair value is based on unadjusted quoted prices in active markets for identical assets. The Company’s deferred compensation liability is measured at fair value based on marketable equity securities held under the deferred compensation plan. Level 2 assets and liabilities. The fair value of U.S. government-sponsored debt securities, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. Derivative instruments are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data. U.S. Government-sponsored Debt Securities and U.S. Treasury Securities The amortized cost, unrealized gains and losses and fair value of debt securities were as follows: September 30, 2025 Amortized Cost Gross Unrealized Fair Value Gains Losses (in millions) U.S. government-sponsored debt securities $ 304 $ 1 $ — $ 305 U.S. Treasury securities 2,101 15 — 2,116 Total $ 2,405 $ 16 $ — $ 2,421 79 Table of Contents September 30, 2024 Amortized Cost Gross Unrealized Fair Value Gains Losses (in millions) U.S. government-sponsored debt securities $ 492 $ 4 $ — $ 496 U.S. Treasury securities 4,920 40 ( 5 ) 4,955 Total $ 5,412 $ 44 $ ( 5 ) $ 5,451 The stated maturities of debt securities were as follows: September 30, 2025 (in millions) Due within one year $ 1,564 Due after one year through five years 857 Total $ 2,421 Equity Securities 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. The Company’s investments in privately held companies do not have readily determinable fair values. These investments are measured at fair value on a non-recurring basis and are classified as Level 3 due to the absence of quoted market prices, the inherent lack of liquidity and the fact that significant inputs used to measure fair value are unobservable and require management’s judgment. The following table summarizes the Company’s non-marketable equity securities held as of period end that were accounted for using the fair value measurement alternative: September 30, 2025 2024 (in millions) Initial cost basis $ 711 $ 711 Adjustments: Upward adjustments 564 910 Downward adjustments, including impairment ( 219 ) ( 465 ) Carrying amount $ 1,056 $ 1,156 Unrealized gains and losses of the Company’s non-marketable equity securities held as of period end that were accounted for using the fair value measurement alternative were as follows: For the Years Ended September 30, 2025 2024 2023 (in millions) Upward adjustments $ 14 $ 10 $ 94 Downward adjustments, including impairment $ ( 51 ) $ ( 35 ) $ ( 99 ) 80 Table of Contents Investment Income (Expense) Investment income (expense) consisted of the following: For the Years Ended September 30, 2025 2024 2023 (in millions) Interest and dividend income on cash and investments $ 791 $ 992 $ 745 Gains (losses) on investments, net ( 51 ) ( 44 ) ( 82 ) Investment income (expense) $ 740 $ 948 $ 663 Other Fair Value Disclosures Debt. Debt instruments are measured at amortized cost on the Company’s consolidated balance sheets. The fair value of the debt instruments, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, instruments. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy. As of September 30, 2025, the carrying value and estimated fair value of debt was $ 25.2 billion and $ 23.3 billion, respectively. As of September 30, 2024, the carrying value and estimated fair value of debt was $ 20.8 billion and $ 19.2 billion, respectively. Other financial instruments not measured at fair value. As of 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 Property, equipment and technology, net, consisted of the following: September 30, 2025 2024 (in millions) Land $ 72 $ 72 Buildings and building improvements 1,004 1,042 Furniture, equipment and leasehold improvements 2,240 2,301 Technology 6,599 5,660 Assets not yet placed in service 191 222 Total property, equipment and technology 10,106 9,297 Accumulated depreciation and amortization ( 5,870 ) ( 5,473 ) Property, equipment and technology, net $ 4,236 $ 3,824 As of September 30, 2025 and 2024, accumulated amortization for technology was $ 4.0 billion and $ 3.5 billion, 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: For the Years Ending September 30, 2026 2027 2028 2029 2030 Thereafter Total (in millions) Estimated future amortization expense $ 802 $ 640 $ 509 $ 355 $ 174 $ 144 $ 2,624 81 Table of Contents Note 8—Intangible Assets and Goodwill Finite-lived and indefinite-lived intangible assets consisted of the following: September 30, 2025 2024 Gross Accumulated Amortization Net Gross Accumulated Amortization Net (in millions) Finite-lived intangible assets: Customer relationships $ 476 $ ( 245 ) $ 231 $ 535 $ ( 298 ) $ 237 Trade names — — — 190 ( 179 ) 11 Total finite-lived intangible assets 476 ( 245 ) 231 725 ( 477 ) 248 Indefinite-lived intangible assets: Customer relationships and reacquired rights 23,331 — 23,331 22,557 — 22,557 Visa trade name 4,084 — 4,084 4,084 — 4,084 Total indefinite-lived intangible assets 27,415 — 27,415 26,641 — 26,641 Total intangible assets $ 27,891 $ ( 245 ) $ 27,646 $ 27,366 $ ( 477 ) $ 26,889 For fiscal 2025, 2024 and 2023, amortization expense related to finite-lived intangible assets was $ 78 million, $ 79 million and $ 76 million, respectively. As of September 30, 2025, estimated future amortization expense on finite-lived intangible assets was as follows: For the Years Ending September 30, 2026 2027 2028 2029 2030 Thereafter Total (in millions) Estimated future amortization expense $ 63 $ 62 $ 43 $ 29 $ 10 $ 24 $ 231 The changes in goodwill were as follows: For the Years Ended September 30, 2025 2024 (in millions) Balance as of beginning of period $ 18,941 $ 17,997 Goodwill from acquisitions 794 790 Foreign currency translation 144 154 Balance as of end of period $ 19,879 $ 18,941 Note 9—Leases 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. For certain leases, the Company has options to extend the lease term for up to 10 years. Payments under the Company’s lease arrangements are generally fixed. 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, 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. 82 Table of Contents During fiscal 2025, 2024 and 2023, total operating lease cost was $ 195 million, $ 179 million and $ 129 million, 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: Operating Leases (in millions) Fiscal: 2026 $ 163 2027 152 2028 133 2029 108 2030 86 Thereafter 494 Total undiscounted lease payments 1,136 Less: imputed interest ( 223 ) Present value of lease liabilities $ 913 During fiscal 2025, 2024 and 2023, ROU assets obtained in exchange for lease liabilities was $ 231 million, $ 410 million and $ 82 million, respectively. 83 Table of Contents Note 10—Debt The Company had outstanding debt as follows: September 30, Effective Interest Rate (1) 2025 2024 (in millions, except percentages) U.S. dollar notes 3.15 % Senior Notes due December 2025 $ 4,000 $ 4,000 3.26 % 1.90 % Senior Notes due April 2027 1,500 1,500 2.02 % 0.75 % Senior Notes due August 2027 500 500 0.84 % 2.75 % Senior Notes due September 2027 750 750 2.91 % 2.05 % Senior Notes due April 2030 1,500 1,500 2.13 % 1.10 % Senior Notes due February 2031 1,000 1,000 1.20 % 4.15 % Senior Notes due December 2035 1,500 1,500 4.23 % 2.70 % Senior Notes due April 2040 1,000 1,000 2.80 % 4.30 % Senior Notes due December 2045 3,500 3,500 4.37 % 3.65 % Senior Notes due September 2047 750 750 3.73 % 2.00 % Senior Notes due August 2050 1,750 1,750 2.09 % Euro notes 1.50 % Senior Notes due June 2026 1,587 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 764 — 3.62 % 3.875 % Senior Notes due May 2044 705 — 4.02 % Total debt 25,392 21,111 Unamortized discounts and debt issuance costs ( 171 ) ( 142 ) Hedge accounting fair value adjustments (2) ( 50 ) ( 133 ) Total carrying value of debt $ 25,171 $ 20,836 Reported as: Current maturities of debt $ 5,569 $ — Long-term debt 19,602 20,836 Total carrying value of debt $ 25,171 $ 20,836 (1) Effective interest rates disclosed do not reflect hedge accounting adjustments. (2) Represents the fair value of interest rate swap agreements entered into on a portion of the outstanding senior notes. See Note 1—Summary of Significant Accounting Policies and Note 13—Derivative and Hedging Instruments . Senior Notes In May 2025, the Company issued Euro-denominated fixed-rate senior notes in a public offering in an aggregate principal amount of € 3.5 billion ($ 3.9 billion), with maturities ranging between 3 and 19 years. The 2028 Notes, 2033 Notes, 2037 Notes and 2044 Notes have interest rates of 2.25 %, 3.125 %, 3.50 % and 3.875 %, respectively. Interest on these notes is payable annually on May 15 of each year, commencing May 15, 2026. The net aggregate proceeds, after deducting discounts and debt issuance costs, were approximately € 3.5 billion ($ 3.9 billion). The Company intends to use the net proceeds for general corporate purposes, which may include, among other things, the refinancing of existing indebtedness. The Company’s outstanding senior notes are senior unsecured obligations of the Company, ranking equally and ratably among themselves and with the Company’s existing and future unsecured and unsubordinated debt. The senior notes are not secured by any assets of the Company and are not guaranteed by any of the Company’s 84 Table of Contents 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-denominated senior notes may be redeemed as a whole at specified redemption prices upon the occurrence of certain U.S. tax events. As of September 30, 2025, future principal payments on the Company’s outstanding debt were as follows: For the Years Ending September 30, 2026 2027 2028 2029 2030 Thereafter Total (in millions) Future principal payments $ 5,587 $ 2,750 $ 1,470 $ 1,176 $ 1,500 $ 12,909 $ 25,392 Commercial Paper Program Visa maintains a commercial paper program to support its working capital requirements and for other general corporate purposes. Under the program, the Company is authorized to issue up to $ 3.0 billion in outstanding notes, with maturities up to 397 days from the date of issuance. As of September 30, 2025 and 2024, the Company had no outstanding obligations under the program. Credit Facility In May 2023, the Company entered into an amended and restated credit agreement for a five-year , unsecured $ 7.0 billion revolving credit facility, which will expire in May 2028. This credit facility is maintained to ensure the integrity of the payment card settlement process and for general corporate purposes. Interest on borrowings will be charged at the applicable reference rate or an alternative base rate as defined in the credit agreement based on the currency and type of the borrowing, plus an applicable margin based on the applicable credit rating of the Company’s senior unsecured long-term debt. The Company has agreed to pay a commitment fee which will fluctuate based on such applicable rating of the Company. As of September 30, 2025, the Company was in compliance with all related covenants. As of September 30, 2025 and 2024, the Company had no amounts outstanding under the credit facility. Note 11—Pension and Other Postretirement Benefits Defined Benefit and Other Postretirement Plans The Company sponsors qualified and non-qualified defined benefit pension and other postretirement benefit plans that provide for retirement and medical benefits for eligible employees residing in the U.S. The Company also sponsors other pension benefit plans that provide benefits for eligible internationally-based employees at certain non-U.S. locations. 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. pension plans and certain non-U.S. pension plans. The Company uses a September 30 measurement date for its pension plans. The U.S. pension plans are closed to new entrants and frozen. 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. The funded status of the Company’s defined benefit pension plans is substantially recorded in other assets on the consolidated balance sheets and is measured as the difference between the fair value of plan assets and the accumulated benefit obligation. As of September 30, 2025 and 2024, for the 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 85 Table of Contents 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, 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. Defined Contribution Plan The Company sponsors a defined contribution plan, or 401(k) plan, that covers its employees residing in the U.S. 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 personnel expenses are incurred. Note 12—Settlement Guarantee Management 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. The Company maintains and regularly reviews global settlement risk policies and procedures to manage settlement risk, which may require clients to post collateral if certain credit standards are not met. Historically, the Company has experienced minimal losses as a result of its settlement risk guarantee. However, the Company’s future obligations, which could be material under its guarantees, are not determinable as they are dependent upon future events. The Company’s settlement exposure is limited to the amount of unsettled Visa payment transactions at any point in time, which vary significantly day to day. For 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, 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 The following table shows the aggregate notional amount of the Company’s derivative instruments: September 30, 2025 2024 (in millions) Designated as hedging instruments $ 9,399 $ 11,736 Not designated as hedging instruments 2,497 1,913 Total $ 11,896 $ 13,649 86 Table of Contents The following table shows the Company’s derivative instruments at gross fair value: September 30, Balance Sheet Location 2025 2024 (in millions) Assets Designated as Hedging Instruments: Foreign exchange forward contracts Prepaid expenses and other current assets $ 45 $ 49 Cross-currency swaps Other assets — 36 Not Designated as Hedging Instruments: Foreign exchange forward contracts Prepaid expenses and other current assets 17 18 Total $ 62 $ 103 Liabilities Designated as Hedging Instruments: Foreign exchange forward contracts Accrued liabilities $ 196 $ 74 Cross-currency swaps Accrued liabilities and other liabilities 58 2 Interest rate swaps (1) Accrued liabilities and other liabilities 50 133 Not Designated as Hedging Instruments: Foreign exchange forward contracts Accrued liabilities 15 17 Total $ 319 $ 226 (1) These interest rate swaps were designated as fair value hedges on a portion of the outstanding senior notes. As of September 30, 2025 and 2024, the carrying value of the hedged senior notes was $ 2.4 billion and $ 3.9 billion, respectively. For fiscal 2025, 2024 and 2023, the Company recognized a net increase (decrease) in earnings related to excluded forward points from forward contracts designated as net investment hedges and interest differentials from swap agreements of ($ 45 ) million, ($ 94 ) million and $( 25 ) million, respectively. Cash flow hedges. For fiscal 2025, 2024 and 2023, the Company recognized pre-tax net gains (losses) in other comprehensive income (loss) related to cash flow hedges of ($ 172 ) million, ($ 38 ) million and ($ 126 ) million, respectively. 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 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 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. As of September 30, 2025, the Company received collateral of $ 45 million from counterparties, which is included in accrued liabilities on the consolidated balance sheets, and posted collateral of $ 192 million, which is included in prepaid expenses and other current assets on the consolidated balance sheets. Notwithstanding the Company’s efforts to manage foreign exchange risk, there can be no absolute assurance that its hedging activities will adequately protect against the risks associated with foreign currency fluctuations. As of September 30, 2025, credit and market risks related to derivative instruments were not considered significant. 87 Table of Contents 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: September 30, 2025 2024 (in millions) U.S. $ 1,826 $ 1,738 International 598 591 Total $ 2,424 $ 2,329 Net revenue by geographic market is primarily based on the location of the issuing or acquiring financial institution. Net revenue earned in the U.S. was approximately 39 %, 41 % and 43 % of total net revenue in fiscal 2025, 2024 and 2023, respectively. No individual country, other than the U.S., generated 10% or more of total net revenue in these years. In fiscal 2025, 2024 and 2023, the Company had one client that accounted for 11 % of its total net revenue for each period. 88 Table of Contents Note 15—Stockholders’ Equity As-converted class A common stock. The number of shares outstanding, and the number of shares of class A common stock on an as-converted basis were as follows: September 30, 2025 2024 Shares Outstanding Conversion Rate Into Class A Common Stock As-converted Class A Common Stock (1) Shares Outstanding Conversion Rate Into Class A Common Stock As-converted Class A Common Stock (1) (in millions, except conversion rate) Series A preferred stock — (2) 100.0000 8 — (2) 100.0000 9 Series B preferred stock 2 0.6690 2 2 1.0030 2 Series C preferred stock 3 0.7640 2 3 1.7860 6 Class A common stock 1,691 — 1,691 1,733 — 1,733 Class B-1 common stock 5 1.5549 (3) 8 5 1.5653 (3) 8 Class B-2 common stock 120 1.5223 (3) 183 120 1.5430 (3) 186 Class C common stock 9 4.0000 36 10 4.0000 39 Total 1,930 1,983 (1) Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers. (2) The number of shares outstanding was less than one million. (3) The class B-1 and class B-2 to class A common stock conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal. Conversion rates are presented on a rounded basis. Series A preferred stock issuance. 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. and Europe Retrospective Responsibility Plans . Reduction in as-converted shares. Under the terms of the U.S. retrospective responsibility plan, when the Company funds the U.S. 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. See Note 5—U.S. and Europe Retrospective Responsibility Plans. The following table presents the reduction in the number of as-converted class B-1 and B-2 common stock after deposits into the U.S. litigation escrow account under the U.S. retrospective responsibility plan: For the Years Ended September 30, 2025 2024 2023 (in millions, except per share data) Reduction in equivalent number of class A common stock 3 5 5 Effective price per share (1) $ 343.41 $ 274.62 $ 221.33 Deposits into the U.S. 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. Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificate of incorporation. 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. The recovery has the same economic effect on earnings per share as repurchasing the Company’s class A common 89 Table of Contents 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 Anniversary Releases: For the Years Ended September 30, 2025 2024 2023 Series B Series C Series B Series C Series B Series C (in millions, except per share data) Reduction in equivalent number of class A common stock 1 3 5 6 — (1) — (1) Effective price per share (2) $ 352.58 $ 353.32 $ 272.89 $ 273.24 $ 219.12 $ 215.28 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 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. Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificates of designations for its series B and C preferred stock. Common stock repurchases. The following table presents share repurchases in the open market: For the Years Ended September 30, 2025 2024 2023 (in millions, except per share data) Shares repurchased in the open market (1) 54 64 55 Average repurchase cost per share (2) $ 335.44 $ 266.24 $ 222.27 Total cost (2) $ 18,185 $ 16,958 $ 12,182 (1) Shares repurchased in the open market are retired and constitute authorized but unissued shares. (2) Figures in the table may not recalculate exactly due to rounding. Average repurchase cost per share and total cost are calculated based on unrounded numbers and include applicable taxes. As of 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 April 2025 have been completed. Dividends. In fiscal 2025, 2024 and 2023, the Company declared and paid dividends of $ 4.6 billion, $ 4.2 billion and $ 3.8 billion, respectively. On October 28, 2025, the Company’s board of directors declared a quarterly cash dividend of $ 0.67 per share of class A common stock (determined in the case of all other outstanding common and preferred stock on an as-converted basis), payable on December 1, 2025 to all holders of record as of November 12, 2025. Capital stock authorized. As of September 30, 2025 and 2024, the Company was authorized to issue 25 million shares of preferred stock, of which the following series have been created and authorized: 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, 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. 90 Table of Contents Class B common stock. 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. covered litigation has been finally resolved. This transfer restriction is subject to limited exceptions, including transfers to other holders of class B common stock. After termination of the restrictions, the class B common stock will be convertible into class A common stock if transferred to a person that was not a Visa Member (as defined in the certificate of incorporation) or similar person or an affiliate of a Visa Member or similar person. Upon such transfer, each share of class B common stock will automatically convert into a number of shares of class A common stock based upon the applicable conversion rate in effect at the time of such transfer. Adjustment of the conversion rate occurs upon: (i) the completion of any follow-on offering of class A common stock completed to increase the size of the U.S. litigation escrow account (or any cash deposit by the Company in lieu thereof) resulting in a further corresponding decrease in the conversion rate; or (ii) the final resolution of the U.S. covered litigation and the release of funds remaining on deposit in the U.S. litigation escrow account to the Company resulting in a corresponding increase in the conversion rate. See Note 5—U.S. and Europe Retrospective Responsibility Plans. Class B-1 common stock exchange offer . In May 2024, Visa accepted 241 million shares of class B-1 common stock tendered in the exchange offer. In exchange, Visa issued approximately 120 million shares of class B-2 common stock and 48 million shares of class C common stock. The class B-1 common shares exchanged have been retired and constitute authorized but unissued shares. Future conversion rate adjustments for the class B-2 common stock will have double the impact compared to conversion rate adjustments for the class B-1 common stock. Class C common stock. There are no existing transfer restrictions on class C common stock. Preferred stock. In connection with the Visa Europe acquisition, three series of preferred stock of the Company were created. Upon issuance, all of the preferred stock participate on an as-converted basis in regular quarterly cash dividends declared on the Company’s class A common stock. Preferred stock may be issued as redeemable or non-redeemable, and has preference over any class of common stock with respect to the payment of dividends and distribution of the Company’s assets in the event of a liquidation or dissolution. The series B and C preferred stock is convertible upon certain conditions into shares of class A common stock or series A preferred stock. The shares of series B and C preferred stock are subject to restrictions on transfer and may become convertible in stages based on developments in the VE territory covered litigation. The shares of series B and C preferred stock will become fully convertible on the 12th anniversary of the closing of the Visa Europe acquisition, subject only to a holdback to cover any then-pending claims. Upon any such conversion of the series B and C preferred stock (whether by such 12th anniversary, or thereafter with respect to claims pending on such anniversary), the conversion rate would be adjusted downward and the holder would receive either class A common stock or series A preferred stock (for those who are not eligible to hold class A common stock pursuant to the Company’s certificate of incorporation). 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 in accordance with Visa’s certificate of incorporation. See Note 5—U.S. and Europe Retrospective Responsibility Plans. 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 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 91 Table of Contents 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 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. Note 16—Earnings Per Share The following tables present earnings per share: For the Year Ended September 30, 2025 Basic Earnings Per Share Diluted Earnings Per Share Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) (in millions, except per share data) Class A common stock $ 17,511 1,714 $ 10.22 $ 20,058 (3) 1,966 (3) $ 10.20 Class B-1 common stock 77 5 $ 15.97 $ 77 5 $ 15.95 Class B-2 common stock (4) 1,891 120 $ 15.72 $ 1,889 120 $ 15.70 Class C common stock 374 9 $ 40.87 $ 373 9 $ 40.82 Participating securities 205 Not presented Not presented $ 204 Not presented Not presented Net income $ 20,058 For the Year Ended September 30, 2024 Basic Earnings Per Share Diluted Earnings Per Share Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) (in millions, except per share data) Class A common stock $ 15,790 1,621 $ 9.74 $ 19,743 (3) 2,029 (3) $ 9.73 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 Participating securities 286 Not presented Not presented $ 286 Not presented Not presented Net income $ 19,743 92 Table of Contents For the Year Ended September 30, 2023 Basic Earnings Per Share Diluted Earnings Per Share Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) (in millions, except per share data) Class A common stock $ 13,415 1,618 $ 8.29 $ 17,273 (3) 2,085 (3) $ 8.28 Class B-1 common stock 3,254 245 $ 13.26 $ 3,251 245 $ 13.24 Class C common stock 320 10 $ 33.17 $ 319 10 $ 33.13 Participating securities 284 Not presented Not presented $ 284 Not presented Not presented Net income $ 17,273 (1) Income allocation is based on the weighted-average number of as-converted class A common stock outstanding as shown in the table below. (2) Figures in the table may not recalculate exactly due to rounding. Basic and diluted earnings per share are calculated based on unrounded numbers. (3) Diluted class A common stock earnings per share calculation includes the assumed conversion of any class B-1, B-2 and C common stock and participating securities on an as-converted basis as shown in the table below and the incremental common stock equivalents related to employee stock plans, as calculated under the treasury stock method. 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. The following table presents the weighted-average number of as-converted class A common stock outstanding: For the Years Ended September 30, 2025 2024 2023 (in millions) Class B-1 common stock 8 235 392 Class B-2 common stock (1) 185 77 — Class C common stock 37 64 39 Participating securities 20 29 34 (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. Note 17—Share-based Compensation 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 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. Under the EIP, shares withheld for taxes, or shares used to pay the exercise or purchase price of an award, shall not again be available for future grant. The EIP will continue to be in effect until all of the common stock available under the EIP is delivered and all restrictions on those shares have lapsed, unless the EIP is terminated earlier by the Company’s board of directors. For fiscal 2025, 2024 and 2023, the Company recorded share-based compensation cost related to the EIP of $ 861 million, $ 817 million and $ 734 million, respectively, in personnel expense on its consolidated statements of operations. The related tax benefits for fiscal 2025, 2024 and 2023 were $ 131 million, $ 128 million and $ 112 million, respectively. Options Options issued under the EIP expire 10 years from the date of grant and primarily vest ratably over three years from the date of grant, subject to earlier vesting in full under certain conditions. 93 Table of Contents The fair value of each option was estimated on the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions: For the Years Ended September 30, 2025 2024 2023 Expected term (in years) (1) 4.25 4.23 4.17 Risk-free rate of return (2) 4.2 % 4.4 % 4.0 % Expected volatility (3) 22.0 % 24.1 % 28.6 % Expected dividend yield (4) 0.8 % 0.8 % 0.8 % Fair value per option granted $ 73.55 $ 62.55 $ 57.31 (1) Based on Visa’s historical exercise experience. (2) Based on the zero-coupon U.S. Treasury constant maturity yield curve, continuously compounded over the expected term of the awards. (3) Based on the Company’s implied and historical volatilities. (4) Based on the Company’s annual dividend rate on the date of grant. The following table summarizes the Company’s option activity: Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) (in millions) Outstanding as of September 30, 2024 5,364,732 $ 183.02 Granted 643,847 $ 311.85 Forfeited ( 67,105 ) $ 262.89 Exercised ( 1,317,262 ) $ 155.33 Outstanding as of September 30, 2025 4,624,212 $ 207.69 5.92 $ 618 Options exercisable as of September 30, 2025 3,320,491 $ 182.37 4.94 $ 528 Options exercisable and expected to vest as of September 30, 2025 (2) 4,590,205 $ 207.06 5.90 $ 617 (1) Calculated using the closing stock price on the last trading day of fiscal 2025 of $ 341.38 , less the option exercise price, multiplied by the number of instruments. (2) Applied a forfeiture rate to unvested options outstanding as of September 30, 2025 to estimate the options expected to vest in the future. During fiscal 2025, 2024 and 2023, the total intrinsic value of options exercised was $ 237 million, $ 185 million and $ 134 million, respectively, and the tax benefit realized was $ 23 million , $ 28 million and $ 28 million, respectively. As of September 30, 2025, there was $ 29 million of total unrecognized compensation cost related to unvested options, which is expected to be recognized over a weighted-average period of approximately 0.44 year. Restricted Stock Units RSUs issued under the EIP primarily vest ratably over three years from the date of grant, subject to earlier vesting in full under certain conditions. Upon vesting, RSUs can be settled in class A common stock on a one -for-one basis or in cash, or a combination thereof, at the Company’s option. T he Company does not currently intend to settle any RSUs in cash. During the vesting period, RSU award recipients are eligible to receive dividend equivalents, but do not participate in the voting rights granted to the holders of the underlying class A common stock. The fair value and compensation cost before estimated forfeitures is calculated using the closing price of class A common stock on the date of grant. During fiscal 2025, 2024 and 2023, the weighted-average grant date fair value of RSUs granted was $ 315.21 , $ 253.29 and $ 212.94 , respectively. During fiscal 2025, 2024 and 2023, the total grant date fair value of RSUs vested was $ 687 million, $ 616 million and $ 486 million, respectively. 94 Table of Contents The following table summarizes the Company’s RSU activity: Units Weighted- Average Grant Date Fair Value Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) (in millions) Outstanding as of September 30, 2024 6,359,661 $ 230.99 Granted 2,788,413 $ 315.21 Vested ( 3,090,541 ) $ 222.30 Forfeited ( 512,953 ) $ 258.97 Outstanding as of September 30, 2025 5,544,580 $ 275.60 0.93 $ 1,893 (1) Calculated by multiplying the closing stock price on the last trading day of fiscal 2025 of $ 341.38 by the number of instruments. 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 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 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 September 30, 2025 2024 2023 Expected term (in years) 1.70 1.93 2.15 Risk-free rate of return (1) 4.2 % 4.8 % 4.4 % Expected volatility (2) 19.0 % 21.7 % 28.9 % Expected dividend yield (3) 0.8 % 0.8 % 0.8 % Fair value per performance share granted $ 345.65 $ 281.85 $ 221.32 (1) Based on the zero-coupon U.S. treasury constant maturity yield curve, continuously compounded over the expected term of the awards. (2) Based on the Company’s implied and historical volatilities. (3) Based on the Company’s annual dividend rate on the date of grant. 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. 95 Table of Contents The following table summarizes the maximum number of performance shares which could be earned and related activity: Shares Weighted- Average Grant Date Fair Value Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) (in millions) Outstanding as of September 30, 2024 1,084,232 $ 251.41 Granted (2) 476,480 $ 345.65 Vested and earned ( 429,430 ) $ 234.54 Unearned ( 37,340 ) $ 312.72 Forfeited ( 36,986 ) $ 296.57 Outstanding as of September 30, 2025 1,056,956 $ 297.00 0.64 $ 361 (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 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, 2025, future minimum payments on sponsorships and software arrangements were as follows: For the Years Ending September 30, 2026 2027 2028 2029 2030 Thereafter Total (in millions) Future minimum payments $ 456 $ 191 $ 160 $ 81 $ 78 $ 181 $ 1,147 Note 19—Income Taxes The Company’s income before income taxes by fiscal year consisted of the following: For the Years Ended September 30, 2025 2024 2023 (in millions) U.S. $ 14,776 $ 14,537 $ 13,339 Non-U.S. 9,418 9,379 7,698 Total income before income taxes $ 24,194 $ 23,916 $ 21,037 For fiscal 2025, 2024 and 2023, U.S. income before income taxes included $ 6.0 billion, $ 5.1 billion, and $ 4.2 billion, respectively, of the Company’s U.S. entities’ income from operations outside of the U.S. 96 Table of Contents Income tax provision by fiscal year consisted of the following: For the Years Ended September 30, 2025 2024 2023 (in millions) Current: U.S. federal $ 1,879 $ 2,694 $ 2,630 State and local 251 298 293 Non-U.S. 1,854 1,281 1,324 Total current taxes 3,984 4,273 4,247 Deferred: U.S. federal 102 ( 132 ) ( 339 ) State and local 9 ( 18 ) ( 1 ) Non-U.S. 41 50 ( 143 ) Total deferred taxes 152 ( 100 ) ( 483 ) Total income tax provision $ 4,136 $ 4,173 $ 3,764 The following table presents the components of deferred tax assets and liabilities: September 30, 2025 2024 (in millions) Deferred tax assets: Accrued compensation and benefits $ 250 $ 221 Accrued litigation 690 374 Client incentives 288 855 Net operating loss carryforwards 258 206 Comprehensive loss 206 79 Federal benefit of state taxes 74 16 Other 26 102 Valuation allowance ( 264 ) ( 212 ) Total deferred tax assets 1,528 1,641 Deferred tax liabilities: Property, equipment and technology, net ( 296 ) ( 295 ) Intangible assets ( 6,532 ) ( 6,404 ) Unrealized gains on equity securities ( 71 ) ( 81 ) Foreign taxes ( 50 ) ( 22 ) Total deferred tax liabilities ( 6,949 ) ( 6,802 ) Net deferred tax liabilities $ ( 5,421 ) $ ( 5,161 ) As of September 30, 2025 and 2024, net deferred tax assets of $ 128 million and $ 140 million, respectively, were reflected in other assets on the consolidated balance sheets. Deferred tax assets were reduced by a valuation allowance. The fiscal 2025 and 2024 valuation allowances relate primarily to foreign net operating losses from subsidiaries acquired in recent years. As of September 30, 2025, the Company had $ 1.1 billion of foreign net operating loss carryforwards, which may be carried forward indefinitely. 97 Table of Contents The following table presents a reconciliation of the income tax provision to the amount of income tax determined by applying the U.S. federal statutory income tax rate to income before income taxes: For the Years Ended September 30, 2025 2024 2023 (in millions, except percentages) U.S. federal income tax at statutory rate $ 5,081 21 % $ 5,022 21 % $ 4,418 21 % State income taxes, net of federal benefit 244 1 % 258 1 % 245 1 % Non-U.S. tax effect, net of federal benefit ( 775 ) ( 3 %) ( 828 ) ( 4 %) ( 758 ) ( 3 %) Reassessment of an uncertain tax position — — % — — % ( 142 ) ( 1 %) Conclusion of audits — — % ( 223 ) ( 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 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; and • 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; and • 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. 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 $ 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. In fiscal 2025, 2024 and 2023, the tax incentive decreased Singapore tax by $ 453 million, $ 419 million and $ 468 million, and the gross benefit of the tax incentive on diluted earnings per share was $ 0.23 , $ 0.21 and $ 0.22 , respectively. The Company is required to inventory, evaluate and measure all uncertain tax positions taken or to be taken on tax returns, and to record liabilities for the amount of such positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities. As of September 30, 2025, 2024 and 2023, the Company’s total gross unrecognized tax benefits were $ 1.7 billion, $ 3.8 billion and $ 3.5 billion, respectively, exclusive of interest and penalties described below. Included in the $ 1.7 billion, $ 3.8 billion and $ 3.5 billion were $ 1.5 billion, $ 1.4 billion and $ 1.6 billion of unrecognized tax benefits, respectively, that if recognized, would reduce the effective tax rate in a future period. 98 Table of Contents The following table presents a reconciliation of beginning and ending unrecognized tax benefits by fiscal year: 2025 2024 2023 (in millions) Balance as of beginning of period $ 3,750 $ 3,497 $ 2,683 Increase related to prior years 281 148 515 Decrease related to prior years ( 2,455 ) ( 322 ) ( 190 ) Increase related to current year 150 556 510 Decrease related to settlements with taxing authorities ( 49 ) ( 127 ) ( 17 ) Decrease related to lapsing statute of limitations ( 5 ) ( 2 ) ( 4 ) Balance as of end of period $ 1,672 $ 3,750 $ 3,497 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. 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. 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. All material federal, state and foreign tax matters have been concluded for years through fiscal 2007. The timing and outcome of the final resolutions of the federal, state and foreign tax examinations and refund claims are uncertain. It is not reasonably possible to estimate the increase or decrease in unrecognized tax benefits within the next 12 months. Note 20—Legal Matters The Company is a party to various legal and regulatory proceedings. Some of these proceedings involve complex claims that are subject to substantial uncertainties and unascertainable damages. For those proceedings where a loss is determined to be only reasonably possible or probable but not estimable, the Company has disclosed the nature of the claim. Additionally, unless otherwise disclosed below with respect to these proceedings, the Company cannot provide an estimate of the possible loss or range of loss. Although the Company believes that it has strong defenses for the litigation and regulatory proceedings described below, it could, in the future, incur judgments or fines or enter into settlements of claims that could have a material adverse effect on the Company’s financial position, results of operations or cash flows. From time to time, the Company may engage in settlement discussions or mediations with respect to one or more of its outstanding litigation matters, either on its own behalf or collectively with other parties. The litigation accrual is an estimate and is based on management’s understanding of its litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management’s best estimate of incurred loss as of the balance sheet date. 99 Table of Contents The following table summarizes the activity related to accrued litigation: For the Years Ended September 30, 2025 2024 (in millions) Balance as of beginning of period $ 1,727 $ 1,751 Provision for uncovered legal matters 352 322 Provision for covered legal matters 2,232 248 Payments for legal matters ( 1,278 ) ( 594 ) Balance as of end of period $ 3,033 $ 1,727 Accrual Summary—U.S. Covered Litigation Visa Inc., Visa U.S.A. and Visa International are parties to certain legal proceedings that are covered by the U.S. retrospective responsibility plan, which the Company refers to as the U.S. covered litigation. An accrual for the U.S. covered litigation and a charge to the litigation provision are recorded when a loss is deemed to be probable and reasonably estimable. In making this determination, the Company evaluates available information, including but not limited to actions taken by the Company’s litigation committee. The total accrual related to the U.S. covered litigation could be either higher or lower than the escrow account balance. See further discussion below under U.S. Covered Litigation and Note 5—U.S. and Europe Retrospective Responsibility Plans. The following table summarizes the accrual activity related to U.S. covered litigation: For the Years Ended September 30, 2025 2024 (in millions) Balance as of beginning of period $ 1,537 $ 1,621 Provision for interchange multidistrict litigation 2,210 140 Payments for U.S. covered litigation ( 1,049 ) ( 224 ) Balance as of end of period $ 2,698 $ 1,537 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. covered litigation. While this estimate is consistent with the Company’s view of the current status of the litigation, the probable and reasonably estimable loss or range of such loss could materially vary based on developments in the litigation. The Company will continue to consider and reevaluate this estimate in light of the substantial uncertainties with respect to the litigation. The Company is unable to estimate a potential loss or range of loss, if any, at trial if negotiated resolutions cannot be reached. Accrual Summary—VE Territory Covered Litigation Visa Inc., Visa International and Visa Europe are parties to certain legal proceedings that are covered by the Europe retrospective responsibility plan. Unlike the U.S. retrospective responsibility plan, the Europe retrospective responsibility plan does not have an escrow account that is used to fund settlements or judgments. The Company is entitled to recover VE territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock. An accrual for the VE territory covered losses and a reduction to stockholders’ equity will be recorded when the loss is deemed to be probable and reasonably estimable. See further discussion below under VE Territory Covered Litigation and Note 5—U.S. and Europe Retrospective Responsibility Plans . 100 Table of Contents The following table summarizes the accrual activity related to VE territory covered litigation: For the Years Ended September 30, 2025 2024 (in millions) Balance as of beginning of period $ 72 $ 110 Provision for VE territory covered litigation 22 108 Payments for VE territory covered litigation ( 85 ) ( 146 ) Balance as of end of period $ 9 $ 72 U.S. Covered Litigation Interchange Multidistrict Litigation (MDL) - Class Actions Beginning in May 2005, a series of complaints (the majority of which were styled as class actions) were filed in U.S. federal district courts by merchants against Visa U.S.A., Visa International and/or Mastercard, and in some cases, certain U.S. financial institutions. The Judicial Panel on Multidistrict Litigation issued an order transferring the cases to the U.S. District Court for the Eastern District of New York for coordination of pre-trial proceedings in MDL 1720. A group of purported class plaintiffs subsequently filed amended and supplemental class complaints. The individual and class complaints generally challenged, among other things, Visa’s and Mastercard’s purported setting of interchange reimbursement fees, their “no surcharge” and honor-all-cards rules, alleged tying and bundling of transaction fees, and Visa’s reorganization and IPO, under the federal antitrust laws and, in some cases, certain state unfair competition laws. The complaints sought money damages, declaratory and injunctive relief, attorneys’ fees and, in one instance, an order that the IPO be unwound. Visa Inc., Visa U.S.A., Visa International, Mastercard Incorporated, Mastercard International Incorporated, various U.S. financial institution defendants and the class plaintiffs signed a settlement agreement (2012 Settlement Agreement) to resolve the class plaintiffs’ claims. Pursuant to the 2012 Settlement Agreement, the Company deposited approximately $ 4.0 billion from the U.S. litigation escrow account and approximately $ 500 million attributable to interchange reductions for an eight-month period into court-authorized settlement accounts. Visa subsequently received from the district court and deposited into the Company’s U.S. litigation escrow account “takedown payments” of approximately $ 1.1 billion. On June 30, 2016, the U.S. 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 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; against certain Visa operating rules relating to merchants, including the honor-all-cards rule; and against various transaction fees, including the fixed acquirer network fee, as well as attorneys’ fees. Damages Class. On September 17, 2018, Visa, Mastercard and certain U.S. financial institutions reached an agreement with plaintiffs purporting to act on behalf of the putative Damages Class to resolve all Damages Class claims (Amended Settlement Agreement). The Amended Settlement Agreement supersedes the 2012 Settlement Agreement and includes, among other terms, a release from participating class members for liability arising out of conduct alleged by the Damages Class in the litigation, including claims that accrue no later than five years after the Amended Settlement Agreement becomes final. Participating class members will not release injunctive relief claims as a named representative or non-representative class member in the putative Injunctive Relief Class. The Amended Settlement Agreement also required an additional settlement payment from all defendants totaling $ 900 million, with the Company’s share of $ 600 million paid from the Company’s litigation escrow account established pursuant to the Company’s retrospective responsibility plan. See Note 5—U.S. and Europe 101 Table of Contents 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. Certain merchants in the proposed settlement class objected to the settlement and/or submitted requests to opt out of the settlement class. On December 13, 2019, the district court granted final approval of the Amended Settlement Agreement, which was subsequently appealed. Based on the percentage of class members (by payment volume) that opted out of the class, $ 700 million was returned to defendants. Visa’s portion of the takedown payment, approximately $ 467 million, was deposited into the U.S. litigation escrow account. On March 15, 2023, the U.S. 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 appointed a special master to resolve matters arising out of or relating to the Amended Settlement Agreement’s plan of administration. Indirect Purchaser Claims. Three complaints have been filed against Visa and other defendants asserting violations of certain state antitrust laws and seeking recovery as indirect purchasers. A complaint was filed by Old Jericho Enterprise, Inc. on May 29, 2020, against Visa and Mastercard on behalf of a purported class of gasoline retailers operating in 24 states and the District of Columbia. Two separate complaints were subsequently filed in 2021 against Visa and Mastercard on behalf of a purported class of merchants located in 25 states and the District of Columbia who have taken payment using the Square card acceptance service — one by Hayley Lanning and others on April 28 and one by Camp Grounds Coffee and others on June 16. Plaintiffs in all three actions subsequently served motions for partial summary judgment. Thereafter, in May and September 2024, the district court denied motions for partial summary judgment filed by the Lanning and Camp Grounds plaintiffs and the Old Jericho plaintiffs, which all three plaintiff groups have now appealed. To the extent these plaintiffs’ claims are not released by the Am ended Settlement Agreement, Visa believes they are covered by the U.S. Retrospective Responsibility Plan. Injunctive Relief Class. Following remand from the U.S. Court of Appeals for the Second Circuit and the appointment of Injunctive Relief Class counsel, on September 27, 2021, the district court certified without opt out rights an Injunctive Relief Class consisting of all merchants that accept Visa or Mastercard credit or debit cards in the United States at any time between December 18, 2020 and entry of final judgment. From January through April 2024, the district court issued rulings on various summary judgment motions. The district court granted in part and denied in part defendants’ motion for summary judgment under Ohio v. American Express, denied defendants' motions for summary judgment based on the post-IPO conspiracy claims, and granted defendants’ motion for summary judgment on Injunctive Relief Class plaintiffs’ monopolization claims. The district court denied the Injunctive Relief Class plaintiffs’ motion for partial summary judgment. 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. Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions Since May 2013, more than 50 cases have been filed in or removed to various federal district courts by hundreds of merchants generally pursuing damages claims on allegations similar to those raised in MDL 1720. The cases name as defendants Visa Inc., Visa U.S.A., Visa International, Mastercard Incorporated and Mastercard International Incorporated, although some also include certain U.S. financial institutions as defendants. A number of the cases include allegations that Visa has monopolized, attempted to monopolize and/or conspired to monopolize debit card-related market segments. Some of the cases seek an injunction against the setting of default interchange rates; certain Visa operating rules relating to merchants, including the honor-all-cards rule; and various transaction fees, including the fixed acquirer network fee. In addition, some cases assert that Visa, Mastercard and/or their member banks conspired to prevent the adoption of chip-and-PIN authentication in the U.S. or otherwise circumvent competition in the debit market. Certain individual merchants have filed amended complaints to, among other things, add claims for injunctive relief and update claims for damages. The individual merchant actions described in this section are U.S. covered litigation for purposes of the U.S. retrospective responsibility plan. See Note 5—U.S. and Europe Retrospective Responsibility Plans. 102 Table of Contents Visa has reached settlements with a number of merchants representing approximately 82 % of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs. The district court’s rulings on defendants’ summary judgment motions under Ohio v. American Express and on post-IPO conspiracy claims, described above, apply to these Individual Merchant Actions. In addition, on October 9, 2022, defendants’ motion for summary judgment regarding damages for EMV-related chargebacks was denied. On February 22, 2024, defendants' motion for summary judgment based on Illinois Brick standing was denied, and the district court denied as moot certain plaintiffs’ motions for partial summary judgment. On April 2, 2024, the district court granted in part and denied in part defendants’ motion for summary judgment on certain plaintiffs’ monopolization claims. In July 2024, the Judicial Panel on Multidistrict Litigation remanded the action led by Target Corporation and action led by 7-Eleven, Inc. to the U.S. District Court for the Southern District of New York and remanded the action led by Grubhub Holdings Inc. to the U.S. District Court for the Northern District of Illinois. 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. The Company could incur judgments, enter into settlements or revise its expectations regarding the outcome of merchants’ claims, and such developments could have a material adverse effect on the Company’s financial results in the period in which the effect becomes probable and reasonably estimable. While the U.S. retrospective responsibility plan is designed to address monetary liability in these matters, see Note 5—U.S. and Europe Retrospective Responsibility Plans , judgments or settlements that require the Company to change its business practices, rules, or contractual commitments could adversely affect the Company’s financial results. Consumer Interchange Litigation In 2022, a putative class action was filed in California state court against Visa, Mastercard and certain financial institutions on behalf of all Visa and Mastercard cardholders in California who made a purchase using a Visa-branded or Mastercard-branded payment card in California from January 1, 2004. Plaintiffs primarily allege a conspiracy to fix interchange fees and seek injunctive relief, attorneys’ fees and damages as direct and indirect purchasers based on alleged violations of California law. 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 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 Since July 2013, proceedings have been commenced by more than 1,150 Merchants (the capitalized term “Merchant”, when used in this section, means a Merchant together with subsidiary/affiliate companies that are party to the same claim) against Visa Europe, Visa Inc. and other Visa subsidiaries in the UK and other countries, primarily relating to interchange rates in Europe and, in some cases, relating to fees charged by Visa and certain Visa rules. They seek damages for alleged anti-competitive conduct in relation to one or more of the following types of interchange fees for credit and debit card transactions: UK domestic, other European domestic, intra-European 103 Table of Contents 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, 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 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. The motion asserts that interchange fees on cross-border transactions in Israel and the Honor All Cards rule are anti-competitive and seeks damages and injunctive relief. 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 U.S. Department of Justice On March 13, 2012, the Antitrust Division of the U.S. Department of Justice (Division) issued a Civil Investigative Demand (CID), to Visa Inc. seeking documents and information regarding a potential violation of Section 1 or 2 of the Sherman Act, 15 U.S.C. §§ 1, 2. The CID focused on PIN-authenticated Visa Debit and Visa’s competitive responses to the Dodd-Frank Act, including Visa’s fixed acquirer network fee. Visa has cooperated with the Division in connection with the CID. On March 26, 2021, June 11, 2021, January 4, 2023 and May 2, 2023, the Division issued CIDs to Visa, seeking documents and information regarding a potential violation of Section 1 or 2 of the Sherman Act, 15 U.S.C. §§ 1, 2. The CIDs focused on U.S. debit and competition with other payment methods and networks. On September 24, 2024, the U.S. Department of Justice filed a complaint in the U.S. 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 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. 104 Table of Contents U.S. Debit Class Actions 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. U.S. 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 105 Table of Contents 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. U.S. ATM Access Fee Litigation National ATM Council Class Action . In October 2011, the National ATM Council and thirteen non-bank ATM operators filed a purported class action lawsuit against Visa and Mastercard in the U.S. District Court for the District of Columbia. The complaint challenges Visa’s rule (and a similar Mastercard rule) that if an ATM operator chooses to charge consumers an access fee for a Visa or Plus transaction, that fee cannot be greater than the access fee charged for transactions on other networks. Plaintiffs claim that the rule violates Section 1 of the Sherman Act and seek treble damages, injunctive relief and attorneys’ fees. 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 . In October 2011, a purported consumer class action, Burke, et al. v. Visa Inc., et al. ( Burke ) was filed against Visa and Mastercard in the same federal court challenging the same ATM access fee rules. Two other purported consumer class actions challenging the rules, later combined in Mackmin, et al. v. 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 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 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 Following their initial complaint filed on March 8, 2016, B&R Supermarket, Inc., d/b/a Milam’s Market, and Grove Liquors LLC filed an amended class action complaint on July 15, 2016, against Visa Inc., Visa U.S.A., Mastercard, Discover, American Express, EMVCo and certain financial institutions in the U.S. District Court for the Northern District of California. 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. 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. EMVCo and the financial institution defendants were dismissed, and the matter was subsequently transferred to the U.S. District Court for the Eastern District of New York. 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 On December 8, 2023, a complaint was filed in the U.S. 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. 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. The 106 Table of Contents 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. On December 14, 2023, a putative class action was filed in the U.S. District Court for the Southern District of Illinois by Mirage Wine + Spirit’s Inc. against Apple Inc. (Apple), Visa Inc. 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 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. U.S. Income Tax Litigation On June 21, 2024, the Company filed a complaint against the United States in the U.S. Court of Federal Claims. 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 Acquirer Fees Investigation On August 30, 2024, the EC informed Visa that it has opened a preliminary investigation into Visa’s fees charged to acquirers. Visa is cooperating with the EC in connection with the investigation. German ATM Litigation Beginning in December 2021, Visa was served with claims in Germany brought by German banks against Visa Europe and Visa Inc. The banks claim that Visa’s ATM rules prohibiting the charging of access fees on domestic cash withdrawals are anti-competitive, and the majority seek damages. Visa has filed challenges to the jurisdiction of the German courts to hear these claims. 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. 107 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures Not applicable.