What changed in this filing

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Item 1. Financial Statements

2026-01-30 compared with 2025-07-30 · 112 added, 299 removed, 627 unchanged (40% of the section changed)

34 unchanged sentences

Commitments and contingencies (Note 14)

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

Preferred stock, $ 0.0001 par value, 5 shares issued and outstanding as of December 31, 2025 and September 30, 2025

Common stock, $ 0.0001 par value:

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

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

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

Class A common stock, 1,683 and 1,691 shares issued and outstanding as of December 31, 2025 and September 30, 2025, respectively

Class B-1 and B-2 total common stock, 125 shares issued and outstanding as of December 31, 2025 and September 30, 2025

Class C common stock, 9 shares issued and outstanding as of December 31, 2025 and September 30, 2025

Right to recover for covered losses ( 19 ) ( 124 )

12 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

(in millions, except per share data)

40 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

(in millions)

5 unchanged sentences

Defined benefit pension and other postretirement plans:

Net unrealized actuarial gain (loss) and prior service credit (cost) ( 2 ) — 4 8

Income tax effect — — ( 1 ) ( 2 )

Reclassification adjustments 3 1

12 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Three Months Ended June 30, 2025

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

Income Accumulated

Comprehensive

Income (Loss)

Shares Amount Shares Amount

(in millions, except per share data)

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

Net income 5,272 5,272

Other comprehensive income (loss) 1,036 1,036

VE territory covered losses 2 2

Conversions to class A common stock — (1)

Share-based compensation 223 223

Stock issued under equity plans — (1)

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

( 12 ) ( 12 )

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

( 1,154 ) ( 1,154 )

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

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

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

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Nine Months Ended June 30, 2025

Three Months Ended December 31, 2025

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

4 unchanged sentences

(in millions, except per share data)

Balance as of September 30, 2024 5 $ 1,031 (1)

Balance as of beginning of period 5 $ 745 (1)

1,825 $ 21,934 $ ( 124 ) $ 15,106 $ 248 $ 37,909

2 unchanged sentences

VE territory covered losses ( 3 ) ( 3 )

Recovery through conversion rate adjustment ( 8 ) 8 —

Recovery through conversion rate adjustments ( 109 ) 108 ( 1 )

Conversions to class A common stock — (2)

6 unchanged sentences

Repurchases of class A common stock ( 11 ) ( 117 ) ( 3,648 ) ( 3,765 )

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

Balance as of end of period 5 $ 551 (1)

1,817 $ 21,980 $ ( 19 ) $ 16,018 $ 247 $ 38,777

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

(1) As of December 31, 2025 and September 30, 2025, the book value of series A convertible participating preferred stock (series A preferred stock) was $ 428 million and $ 513 million, respectively.

See Note 4—U.S.

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Three Months Ended June 30, 2024

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

Income Accumulated

Comprehensive

Income (Loss)

Shares Amount Shares Amount

(in millions, except per share data)

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

Net income 4,872 4,872

Other comprehensive income (loss) ( 62 ) ( 62 )

VE territory covered losses ( 21 ) ( 21 )

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

Conversions to class A common stock — (1)

( 21 ) 91 21 —

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

Share-based compensation 211 211

Stock issued under equity plans 1 84 84

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

Cash dividends declared and paid, at a quarterly amount of $ 0.52 per class A common stock

( 1,056 ) ( 1,056 )

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

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

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

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Nine Months Ended June 30, 2024

Three Months Ended December 31, 2024

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

4 unchanged sentences

(in millions, except per share data)

Balance as of September 30, 2023 5 $ 1,698 (1)

Balance as of beginning of period 5 $ 1,031 (1)

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

2 unchanged sentences

VE territory covered losses ( 27 ) ( 27 )

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

Recovery through conversion rate adjustments ( 8 ) 8 —

Conversions to class A common stock — (2)

( 119 ) 3 119 —

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

Share-based compensation 224 224

4 unchanged sentences

Repurchases of class A common stock ( 13 ) ( 140 ) ( 3,800 ) ( 3,940 )

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

Balance as of end of period 5 $ 904 (1)

1,860 $ 21,324 $ ( 123 ) $ 17,438 $ ( 1,247 ) $ 38,296

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

(1) As of December 31, 2024 and September 30, 2024, the book value of series A preferred stock was $ 421 million and $ 540 million, respectively.

See Note 4—U.S.

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

Three Months Ended

(in millions)

20 unchanged sentences

Purchases of property, equipment and technology ( 378 ) ( 345 )

Purchases of investment securities — ( 4,443 )

Proceeds from maturities and sales of investment securities 725 2,042

5 unchanged sentences

Repurchases of class A common stock ( 3,725 ) ( 4,011 )

Repayments of debt ( 4,000 ) —

Dividends paid ( 1,293 ) ( 1,170 )

Proceeds from issuance of senior notes 3,924 —

Proceeds from stock issued under equity plans 78 127

14 unchanged sentences

Accruals related to purchases of property, equipment and technology $ 26 $ 40

(1) For the nine months ended June 30, 2025, the amount includes $ 1.3 billion of cash paid for federal transferable tax credits.

(1) For the three months ended December 31, 2025 and 2024, the amount includes cash paid for federal transferable tax credits of $ 740 million and $ 1.1 billion, respectively.

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

2 unchanged sentences

Organization.

Visa Inc., together with its subsidiaries (Visa or the Company), is a global payments technology company that facilitates global commerce and money movement across more than 200 countries and territories.

Visa operates one of the world’s largest electronic payments networks — VisaNet — which provides transaction processing services, primarily authorization, clearing and settlement.

The Company offers products, solutions and services that facilitate secure, reliable and efficient money movement for participants in the ecosystem.

Visa Inc., together with its subsidiaries (Visa or the Company), is a global payments technology company that facilitates secure, reliable and efficient global commerce and money movement.

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

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

Visa is not a financial institution and does not issue cards, extend credit or set rates and fees for account holders of Visa products.

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

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

Consolidation and basis of presentation.

The accompanying unaudited consolidated financial statements include the accounts of Visa and its consolidated entities and are presented in accordance with accounting principles generally accepted in the United States of America (GAAP).

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

The Company 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 unaudited consolidated financial statements as of and for the periods presented.

10 unchanged sentences

Future actual results could differ materially from these estimates.

Note 2—Acquisitions

In December 2024, Visa acquired Featurespace Limited, a developer of real-time artificial intelligence payments protection technology that prevents and mitigates payments fraud and financial crime risks, for a purchase consideration of $ 946 million.

The Company allocated $ 152 million of the purchase consideration to technology, customer relationships, other net assets acquired and deferred tax liabilities and the remaining $ 794 million to goodwill.

Recently adopted accounting pronouncement.

In November 2025, the Financial Accounting Standards Board issued Accounting Standards Update 2025-09, which includes amendments to more closely align hedge accounting with the economics of an entity’s risk management activities.

During the three months ended December 31, 2025, the Company early adopted this standard on a prospective basis.

The adoption did not have a material impact on the unaudited consolidated financial statements.

Note 2—Revenue

2 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

(in millions)

2 unchanged sentences

Data processing revenue

5,153 4,489 14,599 13,104

International transaction revenue

3,633 3,194 10,366 9,197

Other revenue

1,028 780 2,877 2,228

Client incentives ( 4,269 ) ( 3,797 )

1 unchanged sentence

Three Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

(in millions)

2 unchanged sentences

$ 10,901 $ 9,510

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

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

For the three months ended December 31, 2025 and 2024, revenue from value-added services was $ 3.2 billion and $ 2.4 billion, respectively.

Revenue from value-added services is recognized within data processing, other and service revenue.

As of December 31, 2025 and September 30, 2025, deferred revenue was $ 1.9 billion and $ 1.7 billion, respectively.

Deferred revenue is recorded in accrued liabilities on the consolidated balance sheets.

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 June 30, 2025, the remaining performance obligations were $ 4.7 billion.

As of December 31, 2025, the remaining performance obligations were $ 5.4 billion.

The Company expects approximately half to be recognized as revenue in the next two years and the remaining thereafter.

22 unchanged sentences

litigation escrow account:

Nine Months Ended

Three Months Ended

(in millions)

4 unchanged sentences

Payments to opt-out merchants (1) , net of interest earned on escrow funds

( 768 ) ( 168 )

Balance as of end of period

4 unchanged sentences

Visa Inc., Visa International and Visa Europe are parties to certain existing and potential litigation relating to the setting of multilateral interchange fee rates in the Visa Europe territory (VE territory covered litigation).

Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover certain losses resulting from VE territory covered litigation (VE territory covered losses) through a periodic adjustment to the class A common stock conversion rates applicable to the series B and C preferred stock.

VE territory covered losses are recorded in right to recover for covered losses, a contra-equity account within stockholders’ equity, before the corresponding adjustment to the applicable conversion rate is effected.

Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover certain losses resulting from VE territory covered litigation (VE territory covered losses) through periodic adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock.

VE territory covered losses are recorded in stockholders’ equity in the contra-equity account right to recover for covered losses 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.

1 unchanged sentence

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

Nine Months Ended

June 30, 2025

Three Months Ended

December 31, 2025

Preferred Stock Right to Recover for Covered Losses

4 unchanged sentences

VE territory covered losses (1)

Recovery through conversion rate adjustment

Recovery through conversion rate adjustments (2)

( 60 ) ( 49 ) 108

1 unchanged sentence

$ 7 $ 116 $ ( 19 )

Nine Months Ended

June 30, 2024

Three Months Ended

December 31, 2024

Preferred Stock Right to Recover for Covered Losses

4 unchanged sentences

VE territory covered losses (1)

Recovery through conversion rate adjustment (2)

Recovery through conversion rate adjustments

( 5 ) ( 3 ) 8

3 unchanged sentences

See Note 14—Legal Matters .

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

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

The following table presents the as-converted value of the preferred stock available to recover VE territory covered losses compared to the book value of preferred stock recorded within the Company’s consolidated balance sheets:

June 30, 2025 September 30, 2024

As-converted Value (1),(2)

As-converted Value (1),(3)

December 31, 2025 September 30, 2025

Value (1),(2)

Value (1),(3)

(in millions)

6 unchanged sentences

As-converted value is based on unrounded numbers.

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

(2) As of December 31, 2025, the as-converted value of preferred stock is calculated as the product of:

(a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively;

11 unchanged sentences

2025 September 30,

2024 June 30,

2025 December 31,

2025 September 30,

3 unchanged sentences

$ 12,272 $ 13,760 $ — $ —

Treasury securities

Investment securities:

23 unchanged sentences

Treasury Securities

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

June 30, 2025

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

December 31, 2025

Cost Gross Unrealized Fair

15 unchanged sentences

Equity Securities

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

For the nine months ended June 30, 2025 and 2024, the Company recognized net unrealized losses of $ 40 million and $ 3 million, respectively, on marketable and non-marketable equity securities held as of period end.

Fair value measurement alternative.

12 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

(in millions)

1 unchanged sentence

Downward adjustments, including impairment

$ ( 2 ) $ ( 13 ) $ ( 51 ) $ ( 28 )

Other Fair Value Disclosures

2 unchanged sentences

If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy.

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

As of December 31, 2025, the carrying value

and estimated fair value of debt was $ 21.2 billion and $ 19.4 billion, respectively.

As of September 30, 2025, the carrying value and estimated fair value of debt was $ 25.2 billion and $ 23.3 billion, respectively.

Other financial instruments not measured at fair value.

As of June 30, 2025, the carrying values of settlement receivable and payable and customer collateral are an approximate fair value due to their generally short maturities.

As of December 31, 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.

2 unchanged sentences

The Company performed an annual impairment review of its indefinite-lived intangible assets and goodwill as of February 1, 2025, and concluded there was no impairment as of that date.

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

No recent events or changes in circumstances indicated that impairment existed as of December 31, 2025.

Note 6—Leases

As of December 31, 2025, the Company had additional leases that had not yet commenced with estimated future payments of $ 560 million.

These leases are expected to commence between fiscal 2027 and 2029 with lease terms between 9 and 14 years.

The Company had outstanding debt as follows:

35 unchanged sentences

3.50 % Senior Notes due May 2037

766 764 3.62 %

3.875 % Senior Notes due May 2044

707 705 4.02 %

21,409 25,392

Unamortized discounts and debt issuance costs ( 158 ) ( 171 )

9 unchanged sentences

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

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

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

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

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

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

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

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

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

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

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

Non-derivative Financial Instrument Designated as a Net Investment Hedge

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

During the three months ended December 31, 2025, the Company repaid $ 4.0 billion of principal upon maturity of its senior notes due December 2025.

Note 8—Settlement Guarantee Management

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

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.

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.

1 unchanged sentence

The Company’s settlement exposure is limited to the amount of unsettled Visa payment transactions at any point in time, which vary significantly day to day.

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

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

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

For the three months ended December 31, 2025, the Company’s maximum daily settlement exposure was $ 168.6 billion and the average daily settlement exposure was $ 98.4 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 December 31, 2025 and September 30, 2025, the Company had total collateral of $ 8.8 billion for both periods.

Note 9—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.

Note 10—Stockholders’ Equity

1 unchanged sentence

The number of shares outstanding and the number of shares of class A common stock on an as-converted basis were as follows:

June 30, 2025 September 30, 2024

December 31, 2025 September 30, 2025

Outstanding Conversion Rate Into

24 unchanged sentences

retrospective responsibility plan:

Nine Months Ended

Three Months Ended

(in millions, except per share data)

5 unchanged sentences

The following table presents the reduction in the number of as-converted series B and C preferred stock after the Company recovered VE territory covered losses through conversion rate adjustments under the Europe retrospective responsibility plan:

Nine Months Ended

June 30, 2025 Nine Months Ended

June 30, 2024

Three Months Ended

December 31, 2025 Three Months Ended

December 31, 2024

Series B Series C Series B Series C

3 unchanged sentences

$ 330.96 $ 330.96 $ 312.39 $ 312.39

Recovery through conversion rate adjustment

Recovery through conversion rate adjustments

$ 60 $ 49 $ 5 $ 3

4 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

(in millions, except per share data)

7 unchanged sentences

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

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

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

These authorizations have no expiration date.

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

As of December 31, 2025 and 2024, shares repurchased in the open market include unsettled repurchases of $ 40 million and $ 70 million, respectively.

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

This authorization has no expiration date.

As of December 31, 2025, the Company’s share repurchase program had remaining authorized funds of $ 21.1 billion.

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

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

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

On July 29, 2025, the Company’s board of directors declared a quarterly cash dividend of $ 0.59 per share of class A common stock (determined in the case of all other outstanding common and preferred stock on an as-converted basis), payable on September 2, 2025 to all holders of record as of August 12, 2025.

Class B common stock.

In January 2024, Visa’s common stockholders approved amendments to the Company’s certificate of incorporation that authorized Visa to implement an exchange offer program that released transfer restrictions on portions of the Company’s class B common stock by allowing holders to exchange a portion of their outstanding shares of class B common stock for shares of freely tradeable class C common stock.

The certificate of incorporation amendments automatically redenominated all shares of class B common stock outstanding at the amendment date as class B-1 common stock with no changes to the par value, conversion features, rights or privileges.

All references to class B common stock outstanding prior to January 23, 2024 have been updated in this report to class B-1 common stock to reflect this redenomination.

The amendments also authorized new classes of class B common stock that will only be issuable in connection with an exchange offer where a preceding class of B common stock is tendered in exchange and retired.

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.

For the three months ended December 31, 2025 and 2024, the Company declared and paid dividends of $ 1.3 billion and $ 1.2 billion, respectively.

On January 27, 2026, 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 March 2, 2026 to all holders of record as of February 10, 2026 .

Note 11—Earnings Per Share

1 unchanged sentence

Three Months Ended

June 30, 2025

Basic Earnings Per Share Diluted Earnings Per Share

Outstanding (B) Earnings per

(in millions, except per share data)

Class A common stock $ 4,605 1,709 $ 2.69 $ 5,272 (3)

Class B-1 common stock 20 5 $ 4.21 $ 20 5 $ 4.20

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

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

Participating securities 53 Not presented Not presented $ 53 Not presented Not presented

Net income $ 5,272

Nine Months Ended

June 30, 2025

December 31, 2025

Basic Earnings Per Share Diluted Earnings Per Share

9 unchanged sentences

Three Months Ended

June 30, 2024

Basic Earnings Per Share Diluted Earnings Per Share

Outstanding (B) Earnings per

(in millions, except per share data)

Class A common stock $ 3,870 1,610 $ 2.40 $ 4,872 (3)

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

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

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

Participating securities 72 Not presented Not presented $ 72 Not presented Not presented

Net income $ 4,872

Nine Months Ended

June 30, 2024

December 31, 2024

Basic Earnings Per Share Diluted Earnings Per Share

12 unchanged sentences

(3) Diluted class A common stock earnings per share calculation includes the assumed conversion of any class B-1, B-2 and C common stock and participating securities on an as-converted basis as shown in the table below and the incremental common stock equivalents related to employee stock plans, as calculated under the treasury stock method.

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

For the three months ended December 31, 2025 and 2024, the common stock equivalents were not material for each period.

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

Three Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

(in millions)

1 unchanged sentence

Class B-2 common stock

185 118 185 39

Class C common stock 36 38

1 unchanged sentence

Note 12—Share-based Compensation

The following table presents the equity awards granted to employees and non-employee directors under the amended and restated 2007 Equity Incentive Compensation Plan (EIP) for the nine months ended June 30, 2025:

Granted Weighted-Average Grant Date Fair Value Weighted-Average Exercise Price

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Restricted stock units 2,458,039 $ 324.82

Performance-based shares (1)

Performance shares (1)

381,324 $ 344.15

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

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

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

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

For the three months ended December 31, 2025 and 2024, the Company recorded share-based compensation cost related to the EIP of $ 221 million and $ 215 million, respectively.

Note 13—Income Taxes

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

The effective income tax rates differ due to a change in the geographic mix of earnings as well as the following:

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

• For the nine months ended June 30, 2025, a $ 222 million tax benefit as a result of a tax position taken on certain expenses, partially offset by a $ 71 million tax expense related to the resolution of a tax matter;

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

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

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

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

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

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

federal income tax returns for fiscal 2016 through 2018.

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

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

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

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

For the three months ended December 31, 2025 and 2024, the effective income tax rates were 13 % and 17 %, respectively.

For the three months ended December 31, 2025, a $ 333 million deferred tax benefit was recognized due to a change in the U.S.

taxation of certain foreign earnings.

For the three months ended December 31, 2025, the Company’s gross unrecognized tax benefits increased $ 13 million and the Company’s net unrecognized tax benefits increased $ 11 million.

The change in unrecognized tax benefits is related to various tax positions across several jurisdictions.

For fiscal 2016 through 2018, the Internal Revenue Service completed its examination of the Company’s U.S.

federal income tax returns.

The Company is filing an appeal due to an unresolved issue related to certain income tax deductions.

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

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The timing and outcome of the final resolutions of the various ongoing income tax examinations and refund claims are uncertain.

It is not reasonably possible to estimate the increase or decrease in unrecognized tax benefits within the next 12 months.

Note 14—Legal Matters

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The following table summarizes the activity related to accrued litigation:

Nine Months Ended

Three Months Ended

(in millions)

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covered litigation:

Nine Months Ended

Three Months Ended

(in millions)

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$ 3,198 $ 1,564

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

For the three months ended December 31, 2025, the Company recorded an additional accrual of $ 707 million and deposited $ 500 million into the U.S.

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

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

Nine Months Ended

Three Months Ended

(in millions)

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Covered Litigation

Interchange Multidistrict Litigation (MDL) - Class Actions

On November 10, 2025, Visa and Mastercard entered into a superseding and amended settlement agreement to resolve the Injunctive Relief Class claims and the Injunctive Relief Class plaintiffs filed a motion for preliminary approval of the settlement.

Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions

Visa has reached settlements with a number of merchants representing approximately 87 % of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs.

On November 15, 2024, defendants served a motion for injunction compelling dismissal of claims by Intuit and Block.

On March 24, 2025, the magistrate judge recommended that the motion for injunction be denied, and defendants filed an objection to the magistrate judge’s recommendation.

On December 18, 2024, in the actions led by Target Corporation and by 7-Eleven, Inc., the U.S.

District Court for the Southern District of New York denied defendants’ motion for a revised summary judgment ruling based on Illinois Brick.

In the action led by Grubhub Holdings Inc., the U.S.

District Court for the Northern District of Illinois set a trial date.

Consumer Interchange Litigation

On December 30, 2024, the district court adopted the magistrate judge’s recommendation to deny defendants’ motion to compel arbitration and grant defendants’ motion to dismiss plaintiffs’ California law claims, and plaintiffs moved for reconsideration.

On May 12, 2025, the U.S.

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

VE Territory Covered Litigation

Europe Merchant Litigation

Since July 2013, proceedings have been commenced by more than 1,150 Merchants (the capitalized term “Merchant”, when used in this section, means a Merchant together with subsidiary/affiliate companies that are party to the same claim) against Visa Europe, Visa Inc.

and other Visa subsidiaries in the UK and other countries, primarily relating to interchange rates in Europe and, in some cases, relating to fees charged by Visa and certain Visa rules.

They seek damages for alleged anti-competitive conduct in relation to one or more of the following types of interchange fees for credit and debit card transactions:

UK domestic, other European domestic, intra-European Economic Area and/or other inter-regional.

As of the filing date, Visa has settled the claims asserted by over 950 Merchants, and there are approximately 150 Merchants with outstanding claims.

In addition, over 30 Merchants have threatened to commence similar proceedings.

Standstill agreements have been entered into with respect to some of those threatened Merchant claims, several of which have been settled.

While the amount of interchange being challenged could be substantial, these claims have not yet been filed and their full scope is not yet known.

The Company anticipates additional claims in the future.

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

The six-year limitation period will apply to all existing and future Merchant claims brought under English law in the Courts of England and Wales.

In April 2025, a trial was completed before the UK

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

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

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

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

Other Litigation

The claimant in the class action in the Israel Central District Court filed a counter-response to Visa’s July 22, 2024 response and a preliminary hearing was held on February 26, 2025.

Visa filed a jurisdictional challenge in the Dutch class action on December 17, 2025.

Other Litigation

Department of Justice

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

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

Debit Class Actions

On November 26, 2024, plaintiffs in the four putative class actions brought on behalf of merchants then-pending in the U.S.

District Court for the Southern District of New York moved to consolidate their cases, appoint interim leadership, and enter an interim schedule, which the court granted.

On December 16, 2024, those plaintiffs filed an amended consolidated complaint.

On December 13, 2024, plaintiffs in three putative class actions brought on behalf of cardholders pending in or being transferred to the U.S.

District Court for the Southern District of New York moved to consolidate their cases, appoint interim leadership and enter an interim schedule, which the court granted.

Two remaining cardholder actions were subsequently transferred to that court.

On December 27, 2024, plaintiffs in the consolidated cardholder actions filed an amended consolidated complaint.

On January 29, 2025, an additional putative class action brought on behalf of merchants was filed in the U.S.

District Court for the Southern District of New York, which was consolidated into the existing merchant consolidated complaint.

On February 24, 2025, Visa filed motions to dismiss the consolidated complaints by merchants and cardholders.

Visa also filed a motion to stay the litigation as to certain putative class representatives and certain claims in the merchant complaint, which was granted.

On March 28, 2025, Visa filed a motion in the U.S.

District Court for the Eastern District of New York to compel dismissal of certain claims asserted by certain putative class representatives.

Securities Class Action

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

District Court for the Northern District of California against Visa Inc., and certain of our officers on behalf of all persons or entities who purchased or otherwise acquired publicly traded Visa securities between November 16, 2023 and September 23, 2024.

The complaint alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 in failing to disclose that Visa was in violation of U.S.

federal antitrust laws, as was alleged in the lawsuit filed by the U.S.

Department of Justice on September 24, 2024 (see U.S.

Department of Justice matter).

The plaintiff seeks a ruling that this case may proceed as a class action, and seeks damages, attorneys’ fees, and costs.

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

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

Derivative Cases

Between January 31, 2025, and March 27, 2025, three shareholder derivative actions were filed in the U.S.

District Court for the Northern District of California.

These actions are purportedly brought by shareholders on behalf of Visa Inc.

and against certain of its current and former directors and officers.

Collectively, the actions assert claims for breach of fiduciary duty and violations of Sections 10(b) and 14(a) of the Securities Exchange Act of 1934 for failing to disclose that Visa was in violation of U.S.

federal antitrust laws, as was alleged in the lawsuit filed by the U.S.

Department of Justice on September 24, 2024 (see U.S.

Department of Justice matter), as well as claims

under Sections 20(a) and 21D of the Exchange Act and for unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, insider trading, and aiding and abetting.

Plaintiffs seek monetary damages, corporate governance changes and other equitable relief on behalf of Visa Inc.

in addition to attorneys’ fees and costs.

On December 10, 2025, the court granted Visa’s motion to dismiss the amended complaint with leave to amend, and denied the motion to strike as moot.

On January 9, 2026, plaintiff filed a second amended complaint, and Visa filed a motion to dismiss on January 23, 2026.

Debit Surcharge Class Action

On December 4, 2024, James Williams filed a putative class action in the U.S.

District Court for the Northern District of California against Visa Inc.

on behalf of a nationwide class of all persons in the United States who paid a surcharge when completing a purchase with a Visa debit card in a transaction with a merchant located in the United States since 2010.

The complaint claims that Visa has failed to enforce its rules prohibiting merchants from surcharging those transactions, and that plaintiff and putative class members have been harmed as a result.

Plaintiff asserts breach of contract, unjust enrichment and unfair competition claims, and seeks monetary damages, declaratory and injunctive relief.

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

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

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

On December 12, 2025, the court granted Visa’s motion to dismiss the amended complaint without further leave to amend.

Plaintiff appealed but subsequently dismissed its appeal.

ATM Access Fee Litigation

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

EMV Chip Liability Shift

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

On December 18, 2025, plaintiffs in Burke filed a motion for preliminary approval of the class settlement with Visa and Mastercard.

MiCamp Solutions

On March 24, 2025, the court dismissed with prejudice MiCamp Solutions’ constitutional law claims, dismissed with leave to amend its federal and state antitrust claims and state data privacy law claims, and denied a motion for a temporary restraining order and preliminary injunction that MiCamp Solutions filed on March 6, 2025.

On April 14, 2025, MiCamp Solutions filed a second amended complaint alleging violations of federal and state antitrust and unfair competition laws based on Visa’s assessment of fees for non-compliance with its surcharge rules.

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

Mirage Wine + Spirits Inc.

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

On December 11, 2025, the court granted Visa’s motion to dismiss and dismissed plaintiffs’ case without further leave to amend.

German ATM Litigation

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

Several of Visa’s jurisdictional challenges are pending in the German Federal Court of Justice.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements