What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-01-30 compared with 2025-07-30 · 80 added, 180 removed, 246 unchanged (51% of the section changed)

5 unchanged sentences

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the U.S.

Private Securities Litigation Reform Act of 1995 that relate to, among other things, the impact on our future financial position, results of operations and cash flows;

Private Securities Litigation Reform Act of 1995 that relate to, among other things, our future financial position, results of operations and cash flows;

prospects, developments, strategies and growth of our business;

anticipated expansion of our products in certain countries;

anticipated expansion of our products in certain countries and territories;

industry developments;

7 unchanged sentences

All statements other than statements of historical fact could be forward-looking statements, which speak only as of the date they are made, are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond our control and are difficult to predict.

We describe risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, any of these forward-looking statements in our SEC filings, including our Annual Report on Form 10-K, for the year ended September 30, 2024, and any subsequent reports on Forms 10-Q and 8-K.

We describe risks and uncertainties that could cause actual results or outcomes, or the timing of our results or outcomes, to differ materially from those expressed in, or implied by, any of these forward-looking statements in our SEC filings, including our Annual Report on Form 10-K, for the year ended September 30, 2025, and any subsequent reports on Forms 10-Q and 8-K.

Except as required by law, we do not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise.

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

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

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

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

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

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

Visa is not a financial institution.

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

Financial overview.

1 unchanged sentence

Three Months Ended

June 30, Nine Months Ended

(in millions, except percentages and per share data)

11 unchanged sentences

Percentage changes are calculated based on unrounded numbers.

(2) For a full reconciliation of our GAAP to non-GAAP financial results, see tables in Non-GAAP financial results below.

For the three and nine months ended June 30, 2025, net revenue increased 14% and 11% over the prior-year comparable periods, respectively, primarily due to the growth in processed transactions, nominal cross-border volume and nominal payments volume, partially offset by higher client incentives.

For the three months ended June 30, 2025, exchange rate movements did not have a material impact on net revenue growth.

For the nine months ended June 30, 2025, exchange rate movements lowered our net revenue growth by approximately one percentage point.

(2) For a reconciliation of our GAAP to non-GAAP financial results, see tables in Non-GAAP financial results below.

For the three months ended December 31, 2025, net revenue increased 15% over the prior-year comparable period, primarily due to the growth in nominal cross-border volume, processed transactions and nominal payments volume, partially offset by higher client incentives.

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

For the three and nine months ended June 30, 2025, operating expenses increased 35% and 26% over the prior-year comparable periods, respectively, primarily driven by higher litigation provision and personnel expenses.

For the three months ended December 31, 2025, exchange rate movements increased our net revenue growth by approximately one percentage point.

For the three months ended December 31, 2025, operating expenses increased 27% over the prior-year comparable period, primarily driven by higher litigation provision.

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

For the three and nine months ended June 30, 2025, exchange rate movements lowered our operating expense growth by approximately half a percentage point and one percentage point, respectively.

For the three and nine months ended June 30, 2025, non-GAAP operating expenses increased 13% and 10% over the prior-year comparable periods, respectively, primarily driven by higher personnel, general and administrative, and depreciation and amortization expenses.

Senior notes.

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

See Note 7—Debt to our unaudited consolidated financial statements.

In December 2024, we acquired Featurespace Limited (Featurespace), 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.

See Note 2—Acquisitions to our unaudited consolidated financial statements.

For the three months ended December 31, 2025, exchange rate movements increased our operating expense growth by approximately one-and-a-half percentage points.

For the three months ended December 31, 2025, non-GAAP operating expenses increased 16% over the prior-year comparable period, primarily driven by higher personnel, marketing, and general and administrative expenses.

Interchange multidistrict litigation .

For the nine months ended June 30, 2025, we recorded additional accruals of $1.5 billion to address claims associated with the interchange multidistrict litigation.

We also made deposits of $375 million into the U.

For the three months ended December 31, 2025, we recorded an additional accrual of $707 million to address claims associated with the interchange multidistrict litigation.

We also made a deposit of $500 million into the U.

litigation escrow account.

The additional accruals related to the interchange multidistrict litigation could be higher or lower than deposits made into the U.S.

The additional accrual related to the interchange multidistrict litigation could be higher or lower than the deposit made into the U.S.

litigation escrow account.

2 unchanged sentences

Common stock repurchases.

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

For the nine months ended June 30, 2025, we repurchased 40 million shares of our class A common stock in the open market for $13.2 billion.

As of June 30, 2025, our share repurchase program had remaining authorized funds of $29.8 billion.

For the three months ended December 31, 2025, we repurchased 11 million shares of our class A common stock in the open market for $3.8 billion.

As of December 31, 2025, our share repurchase program had remaining authorized funds of $21.1 billion.

See Note 10—Stockholders’ Equity to our unaudited consolidated financial statements.

2 unchanged sentences

We consider non-GAAP measures useful to investors because they provide greater transparency into management’s view and assessment of our ongoing operating performance.

We exclude the following from our GAAP financial results to arrive at our non-GAAP financial results:

• Gains and losses on equity investments.

11 unchanged sentences

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

• Severance costs.

For the nine months ended June 30, 2025, we recorded severance costs within personnel expense to realign our organizational structure and focus on areas that will drive higher long-term growth.

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

• Lease consolidation costs.

For the nine months ended June 30, 2025 and 2024, we recorded charges within general and administrative expense associated with the consolidation of certain leased office spaces.

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

• Litigation provision.

4 unchanged sentences

Litigation provision associated with these matters can vary significantly based on the facts and circumstances related to each matter and do not correlate to the underlying performance of our business.

For the three and nine months ended June 30, 2025 and 2024, we have excluded these amounts to facilitate a comparison to our past operating performance.

For the three months ended December 31, 2025 and 2024, we have excluded these amounts to facilitate a comparison to our past operating performance.

Under the U.S.

1 unchanged sentence

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

For the three months ended June

30, 2025 and the three and nine months ended June 30, 2024, there was no conversion rate adjustment.

For the nine months ended June 30, 2025, basic and diluted earnings per class A common stock was unchanged.

For the three months ended December 31, 2025, basic and diluted earnings per class A common stock was unchanged as a result of the downward adjustments of the class B-1 and B-2 common stock conversion rates during the period.

For the three months ended December 31, 2024, there was no conversion rate adjustment.

See Note 4—U.S.

and Europe Retrospective Responsibility Plans and Note 14—Legal Matters to our unaudited consolidated financial statements.

• Indirect taxes.

During the three and nine months ended June 30, 2024, as a result of the resolution of an audit, we recognized a benefit within general and administrative expense related to the release of the reserve previously recognized in fiscal 2021.

This one-time benefit is not representative of our ongoing operations.

• Charitable contribution.

During the three and nine months ended June 30, 2024, we donated investment securities to the Visa Foundation and recognized a non-cash general and administrative expense.

• Deferred tax benefit.

For the three months ended December 31, 2025, we recorded a deferred tax benefit within income tax provision due to a change in the U.S.

taxation of certain foreign earnings.

We have excluded this one-time non-cash benefit as it is not representative of our ongoing operations.

• Severance costs.

For the three months ended December 31, 2024, we recorded severance costs within personnel expense to realign our organizational structure and focus on areas that will drive higher long-term growth.

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

• Lease consolidation costs.

For the three months ended December 31, 2024, we recorded a charge within general and administrative expense associated with the consolidation of certain leased office spaces.

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

2 unchanged sentences

Three Months Ended

June 30, 2025

December 31, 2025

Operating Expenses Non-operating Income (Expense) Income Tax Provision (1)

7 unchanged sentences

Litigation provision (707) — 159 548 0.28

Deferred tax benefit

— — 333 (333) (0.17)

Non-GAAP $ 3,391 $ (4) $ 1,382 18.4 % $ 6,124 $ 3.17

Nine Months Ended

June 30, 2025

Three Months Ended

December 31, 2024

Operating Expenses Non-operating Income (Expense) Income Tax Provision (1)

11 unchanged sentences

Litigation provision

Non-GAAP $ 9,295 $ 258 $ 3,500 17.3 % $ 16,739 $ 8.49

Three Months Ended

June 30, 2024

Operating Expenses Non-operating Income (Expense) Income Tax Provision (1)

Effective Income Tax Rate (2)

Income Diluted Earnings Per Share (2)

(in millions, except percentages and per share data)

(27) — 6 21 0.01

(Gains) losses on equity investments, net — 22 5 17 0.01

Amortization of acquired intangible assets (48) — 13 35 0.02

Acquisition-related costs (28) — 3 25 0.01

Litigation provision

Indirect taxes 118 — (29) (89) (0.04)

Charitable contribution (67) — 26 41 0.02

Non-GAAP $ 2,917 $ 41 $ 1,171 17.7 % $ 5,463 $ 2.75

Nine Months Ended

June 30, 2024

Operating Expenses Non-operating Income (Expense) Income Tax Provision (1)

Effective Income Tax Rate (2)

Income Diluted Earnings Per Share (2)

(in millions, except percentages and per share data)

$ 9,063 $ 298 $ 3,119 17.8 % $ 14,425 $ 7.08

(Gains) losses on equity investments, net — 48 11 37 0.02

Amortization of acquired intangible assets (131) — 32 99 0.05

Acquisition-related costs (75) — 5 70 0.03

Litigation provision (434) — 97 337 0.17

Lease consolidation costs

(57) — 13 44 0.02

Indirect taxes 118 — (29) (89) (0.04)

Charitable contribution (67) — 26 41 0.02

Non-GAAP $ 8,417 $ 346 $ 3,274 17.9 % $ 14,964 $ 7.34

(1) Determined by applying applicable tax rates.

8 unchanged sentences

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

The following tables present nominal payments and cash volume:

The following table presents nominal payments and cash volume:

International Visa

Three Months Ended

March 31, (1)

Three Months Ended

March 31, (1)

Three Months Ended

March 31, (1)

(in billions, except percentages)

Three Months Ended September 30, (1)

(in billions)

Nominal payments volume

11 unchanged sentences

$ 1,928 $ 1,800 $ 2,447 $ 2,237 $ 4,376 $ 4,037

International Visa

Nine Months Ended

March 31, (1)

Nine Months Ended

March 31, (1)

Nine Months Ended

March 31, (1)

(in billions, except percentages)

Nominal payments volume

Consumer credit $ 1,844 $ 1,744 6 % $ 2,312 $ 2,218 4 % $ 4,156 $ 3,961 5 %

Consumer debit (3)

2,379 2,219 7 % 2,458 2,251 9 % 4,838 4,470 8 %

Commercial (4)

801 773 4 % 483 457 6 % 1,284 1,230 4 %

Total nominal payments volume (2)

$ 5,024 $ 4,735 6 % $ 5,253 $ 4,925 7 % $ 10,277 $ 9,660 6 %

Cash volume (5)

445 452 (2 %) 1,412 1,423 (1 %) 1,857 1,876 (1 %)

Total nominal volume (2),(6)

$ 5,469 $ 5,188 5 % $ 6,665 $ 6,348 5 % $ 12,134 $ 11,536 5 %

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

International Visa

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

International Visa

Three Months Ended

Nine Months Ended March 31,

Nominal Constant (7)

Three Months Ended September 30, 2025 vs.

Nominal Nominal Constant (7)

Nominal Constant (7)

10 unchanged sentences

(1) Service revenue in a given quarter is primarily assessed based on nominal payments volume in the prior quarter.

Therefore, service revenue reported for the three and nine months ended June 30, 2025 and 2024, respectively, was based on nominal payments volume reported by our financial institution clients for the three and nine months ended March 31, 2025 and 2024, respectively.

Therefore, service revenue reported for the three months ended December 31, 2025 and 2024, respectively, was based on nominal payments volume reported by our financial institution clients for the three months ended September 30, 2025 and 2024, respectively.

On occasion, previously presented volume information may be updated.

Prior period updates are not material.

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

Percentage changes and totals are calculated based on unrounded numbers.

(2) Includes consumer prepaid volume and Interlink volume.

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

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

Percentage changes and totals are calculated based on unrounded numbers.

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

4 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

(in millions, except percentages)

8 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

(in millions, except percentages)

4 unchanged sentences

Percentage changes are calculated based on unrounded numbers.

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

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

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

dollar as payments volume and related revenue denominated in local currencies are converted to U.S.

For the three months ended June 30, 2025, exchange rate movements did not have a material impact on net revenue growth.

For the nine months ended June 30, 2025, exchange rate movements lowered our net revenue growth by approximately one percentage point.

For the three months ended December 31, 2025, exchange rate movements increased our net revenue growth by approximately one percentage point.

The following table presents the components of our net revenue:

Three Months Ended

June 30, Nine Months Ended

(in millions, except percentages)

11 unchanged sentences

Percentage changes are calculated based on unrounded numbers.

• Service revenue increased over the three and nine-month prior-year comparable periods primarily due to growth in nominal payments volume of 5% and 6%, respectively, select pricing modifications and card benefits.

• Data processing revenue increased over the three and nine-month prior-year comparable periods primarily due to growth in processed transactions of 10%.

In addition, the increase over the three-month prior-year comparable period reflected the impact of select pricing modifications.

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

• Other revenue increased over the three and nine-month prior-year comparable periods primarily due to growth in advisory and other services and select pricing modifications.

• Client incentives increased over the three and nine-month prior-year comparable periods primarily due to growth in payments volume.

• Service revenue increased over the three-month prior-year comparable period primarily due to growth in nominal payments volume of 9%, select pricing modifications and growth in card benefits.

• Data processing revenue increased over the three-month prior-year comparable period primarily due to growth in processed transactions of 9%, select pricing modifications, growth in value-added services and higher cross-border transaction mix.

• International transaction revenue increased over the three-month prior-year comparable period primarily due to growth in nominal cross-border volume of 15%, excluding transactions within Europe, partially offset by lower volatility of a broad range of currencies and business mix.

• Other revenue increased over the three-month prior-year comparable period primarily due to growth in Advisory and Other Services and select pricing modifications.

• Client incentives increased over the three-month prior-year comparable period primarily due to growth in payments volume.

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

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.

Value-added services revenue increased 28% and 22% over the three and nine-month prior-year comparable periods, respectively, primarily due to growth in advisory and other services, issuing solutions and acceptance solutions.

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

Value-added services revenue increased 32% over the three-month prior-year comparable period primarily due to growth in Issuing Solutions, Acceptance Solutions and Advisory and Other Services.

Operating Expenses

1 unchanged sentence

Three Months Ended

June 30, Nine Months Ended

(in millions, except percentages)

4 unchanged sentences

Depreciation and amortization

317 264 20 % 904 760 19 %

General and administrative

482 382 26 % 1,382 1,174 18 %

Litigation provision 615 13 NM 1,659 452 NM

Litigation provision 708 44 NM

Total operating expenses $ 4,164 $ 3,276 27 %

2 unchanged sentences

Percentage changes are calculated based on unrounded numbers.

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

In addition, the increase over the nine-month prior-year comparable period was due to severance costs in the current period to realign our organizational structure.

• Marketing expenses increased over the three and nine-month prior-year comparable periods primarily due to higher spending for client marketing.

• Network and processing expenses increased over the three and nine-month prior-year comparable periods primarily due to continued technology and processing network investments to support growth and acquisitions.

• Professional fees increased over the three and nine-month prior-year comparable periods primarily due to higher legal fees.

• Depreciation and amortization expenses increased over the three and nine-month prior-year comparable periods primarily due to additional amortization and depreciation from our on-going investments and acquisitions.

• General and administrative expenses increased over the three and nine-month prior-year comparable periods primarily due to the absence of the release of the reserve on indirect taxes previously recognized in fiscal 2021, higher usage of travel related card benefits and higher indirect taxes, partially offset by a charitable contribution to the Visa Foundation in the prior year and favorable foreign currency fluctuations.

• Personnel expenses decreased over the three-month prior-year comparable period primarily due to severance costs in the prior year to realign our organizational structure, partially offset by a higher number of employees and compensation focused on areas that will drive higher long-term growth, including acquisitions.

• Marketing expenses increased over the three-month prior-year comparable period primarily due to higher spending in various campaigns, including for client marketing and the FIFA World Cup 2026 TM .

• Professional fees increased over the three-month prior-year comparable period primarily due to higher legal fees and higher expenses associated with client engagements.

• Depreciation and amortization expenses increased over the three-month prior-year comparable period primarily due to additional amortization and depreciation from our on-going investments and acquisitions.

• Litigation provision increased over the three-month prior-year comparable period primarily due to higher accruals related to the U.S.

covered litigation and uncovered litigation.

Litigation provision increased over the nine-month prior-year comparable period primarily due to higher accruals related to the U.S.

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

covered litigation.

See Note 14—Legal Matters to our unaudited consolidated financial statements.

2 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

(in millions, except percentages)

4 unchanged sentences

Percentage changes are calculated based on unrounded numbers.

• Interest expense decreased over the three and nine-month prior-year comparable periods primarily due to higher interest benefit related to taxes and lower losses from derivatives, partially offset by higher interest expense related to the issuance of debt in the three months ended June 30, 2025.

• Investment income (expense) and other decreased over the three and nine-month prior-year comparable periods primarily due to lower interest income on our cash and investments.

In addition, the decrease over the nine-month prior-year comparable period was due to higher losses on our equity investments.

• Investment income (expense) and other increased over the three-month prior-year comparable period primarily due to lower losses on our equity investments, partially offset by lower interest income on our cash and investments.

Effective Income Tax Rate

1 unchanged sentence

Three Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

Effective income tax rate 13 % 17 %

The effective income tax rates for the three and nine-month prior-year comparable periods 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.

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

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

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

On July 4, 2025, U.S.

tax legislation was enacted into law, including the allowance of accelerated tax deductions for qualified property and research expenditures, as well as changes in international provisions.

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

We are in the process of evaluating the impact to our consolidated financial statements.

The effective income tax rate decreased over the three-month prior-year comparable period primarily due to a $333 million deferred tax benefit recognized due to a change in the U.S.

taxation of certain foreign earnings.

Liquidity and Capital Resources

1 unchanged sentence

The following table summarizes our cash flow activity for the periods presented:

Nine Months Ended

Three Months Ended

(in millions)

4 unchanged sentences

Operating activities.

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

Cash provided by operating activities increased over the three-month prior-year comparable period primarily due to growth in our underlying business.

Investing activities.

Cash provided by investing activities increased over the nine-month prior-year comparable period primarily due to the absence of investment securities purchases, partially offset by lower proceeds from maturities and sales of investment securities.

Cash provided by investing activities decreased over the three-month prior-year comparable period primarily due to lower proceeds from maturities and sales of investment securities, partially offset by the absence of cash paid for acquisitions.

Financing activities.

Cash used in financing activities decreased over the nine-month prior-year comparable period primarily due to proceeds received from the issuance of senior notes, partially offset by higher share repurchases, lower funds held on behalf of clients and higher dividends paid.

Cash used in financing activities increased over the three-month prior-year comparable period primarily due to the principal debt repayment upon maturity of our senior notes due December 2025.

Sources of Liquidity

3 unchanged sentences

We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our operating performance, current economic and capital market conditions and other relevant circumstances.

Senior notes.

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

See Note 7—Debt to our unaudited consolidated financial statements.

Uses of Liquidity

1 unchanged sentence

Common stock repurchases.

For the nine months ended June 30, 2025, we repurchased shares of our class A common stock in the open market for $13.2 billion.

As of June 30, 2025, our share repurchase program had remaining authorized funds of $29.8 billion.

For the three months ended December 31, 2025, we repurchased shares of our class A common stock in the open market for $3.8 billion.

As of December 31, 2025, our share repurchase program

had remaining authorized funds of $21.1 billion.

See Note 10—Stockholders’ Equity to our unaudited consolidated financial statements.

For the nine months ended June 30, 2025, we declared and paid $3.5 billion in dividends to holders of our common and preferred stock.

On July 29, 2025, our 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).

For the three months ended December 31, 2025, we declared and paid $1.3 billion in dividends to holders of our common and preferred stock.

On January 27, 2026, our 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).

We expect to continue paying quarterly dividends in cash, subject to approval by the board of directors.

1 unchanged sentence

Senior notes.

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

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

A principal payment on our senior notes of €1.4 billion ($1.6 billion) is due in June 2026 for which we have sufficient liquidity.

See Note 7—Debt to our unaudited consolidated financial statements.

Acquisition .

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

See Note 2—Acquisitions to our unaudited consolidated financial statements.

For the nine months ended June 30, 2025, we deposited $375 million into the U.S.

For the three months ended December 31, 2025, we deposited $500 million into the U.S.

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

The balance of this account as of June 30, 2025 was $2.7 billion and is reflected as restricted cash in our consolidated balance sheets.

The balance of this account as of December 31, 2025 was $3.3 billion and is reflected as restricted cash in our consolidated balance sheets.

See Note 4—U.S.

1 unchanged sentence

Accounting Pronouncements Not Yet Adopted

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

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

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

The adoption of this ASU is expected to result in additional disclosures.

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

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

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

5 unchanged sentences

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

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

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

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

Quantitative and Qualitative Disclosures about Market Risk

1 unchanged sentence

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 2. Management’s Discussion and Analysis