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Item 1. Financial Statements

2026-04-29 compared with 2026-01-30 · 224 added, 60 removed, 679 unchanged (29% of the section changed)

34 unchanged sentences

Commitments and contingencies (Note 15)

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

Preferred stock, $ 0.0001 par value, 5 shares issued and outstanding as of March 31, 2026 and September 30, 2025

Common stock, $ 0.0001 par value:

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

Class A common stock, 1,660 and 1,691 shares issued and outstanding as of March 31, 2026 and September 30, 2025, respectively

Class B-1 and B-2 total common stock, 125 shares issued and outstanding as of March 31, 2026 and September 30, 2025

Class C common stock, 9 shares issued and outstanding as of March 31, 2026 and September 30, 2025

Right to recover for covered losses ( 44 ) ( 124 )

12 unchanged sentences

Three Months Ended

March 31, Six Months Ended

2026 2025 2026 2025

(in millions, except per share data)

40 unchanged sentences

Three Months Ended

March 31, Six Months Ended

2026 2025 2026 2025

(in millions)

5 unchanged sentences

Defined benefit pension and other postretirement plans:

Net unrealized actuarial gain (loss) and prior service credit (cost) 3 6 3 6

Income tax effect — ( 1 ) — ( 1 )

Reclassification adjustments 3 2 6 3

12 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Three Months Ended December 31, 2025

Three Months Ended March 31, 2026

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

5 unchanged sentences

Balance as of beginning of period 5 $ 551 1,817 $ 21,980 $ ( 19 ) $ 16,018 $ 247 $ 38,777

Net income 6,021 6,021

Other comprehensive income (loss) ( 225 ) ( 225 )

VE territory covered losses ( 25 ) ( 25 )

Conversions to class A common stock — (1)

( 23 ) 1 23 —

Share-based compensation 275 275

Stock issued under equity plans 1 55 55

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

( 37 ) ( 37 )

Cash dividends declared and paid, at a quarterly amount of $ 0.67 per class A common stock

( 1,286 ) ( 1,286 )

Repurchases of class A common stock ( 25 ) ( 263 ) ( 7,631 ) ( 7,894 )

Balance as of end of period 5 $ 528 1,794 $ 22,033 $ ( 44 ) $ 13,122 $ 22 $ 35,661

(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)

Six Months Ended March 31, 2026

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 beginning of period 5 $ 745 (1)

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

Net income 11,874 11,874

12 unchanged sentences

1,794 $ 22,033 $ ( 44 ) $ 13,122 $ 22 $ 35,661

(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.

(1) As of March 31, 2026 and September 30, 2025, the book value of series A convertible participating preferred stock (series A preferred stock) was $ 405 million and $ 513 million, respectively.

See Note 5—U.S.

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Three Months Ended December 31, 2024

Three Months Ended March 31, 2025

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

5 unchanged sentences

Balance as of beginning of period 5 $ 904 1,860 $ 21,324 $ ( 123 ) $ 17,438 $ ( 1,247 ) $ 38,296

Net income 4,577 4,577

Other comprehensive income (loss) 420 420

VE territory covered losses 3 3

Conversions to class A common stock — (1)

( 24 ) 1 24 —

Share-based compensation 259 259

Stock issued under equity plans 1 119 119

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

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

( 1,164 ) ( 1,164 )

Repurchases of class A common stock ( 13 ) ( 140 ) ( 4,333 ) ( 4,473 )

Balance as of end of period 5 $ 880 1,849 $ 21,579 $ ( 120 ) $ 16,518 $ ( 827 ) $ 38,030

(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)

Six Months Ended March 31, 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 beginning of period 5 $ 1,031 (1)

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

Net income 9,696 9,696

12 unchanged sentences

1,849 $ 21,579 $ ( 120 ) $ 16,518 $ ( 827 ) $ 38,030

(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.

(1) As of March 31, 2025 and September 30, 2024, the book value of series A preferred stock was $ 397 million and $ 540 million, respectively.

See Note 5—U.S.

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(in millions)

20 unchanged sentences

Purchases of property, equipment and technology ( 761 ) ( 672 )

Purchases of investment securities ( 50 ) —

Proceeds from maturities and sales of investment securities 1,025 2,268

Acquisitions, net of cash and restricted cash acquired — ( 906 )

Acquisitions, net of cash, cash equivalents, restricted cash and restricted cash equivalents acquired ( 705 ) ( 887 )

Purchases of other investments ( 28 ) ( 24 )

5 unchanged sentences

Dividends paid ( 2,579 ) ( 2,334 )

Proceeds from issuance of senior notes 2,995 —

Proceeds from stock issued under equity plans 133 246

3 unchanged sentences

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

( 156 ) ( 243 )

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

9 unchanged sentences

Accruals related to purchases of property, equipment and technology $ 125 $ 60

(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.

(1) For the six months ended March 31, 2026 and 2025, the amount includes cash paid for federal transferable tax credits of $ 1.8 billion and $ 1.3 billion, respectively.

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

20 unchanged sentences

These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited 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.

These estimates may change as new events occur and additional information is obtained, and such changes will be recognized in the period in which they occur.

Future actual results could differ materially from these estimates.

3 unchanged sentences

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

Note 2—Acquisitions

In February 2026, Visa acquired 100 % of the equity interest of each of Prisma Medios de Pago S.A.U.

(Prisma) and Newpay S.A.U.

(Newpay) in Argentina for a total purchase consideration of $ 1.5 billion in cash.

Prisma provides credit, debit and prepaid card issuer processing.

Newpay is a multi-network infrastructure provider that operates real-time payments services, the Banelco ATM network and the bill payment platform PagoMisCuentas.

This acquisition is expected to help accelerate the deployment of advanced technologies such as tokenization, biometric authentication, intelligent risk tools and agentic commerce solutions.

These end-to-end capabilities will aim to improve services from issuers and enhance speed and security for consumers.

Total purchase consideration has been allocated to the assets acquired and liabilities assumed.

If additional information becomes available, the Company may further revise the purchase price allocation as soon as practicable, but no later than one year from the acquisition date.

The following table summarizes the purchase price allocation in aggregate for Prisma and Newpay:

Purchase Price Allocation Weighted-Average Useful Life of Intangibles

(in millions) (in years)

Technology $ 184 3

Customer relationships 405 6

Deferred tax liabilities ( 202 )

Other net assets acquired (liabilities assumed) (1)

Goodwill 1,065

Total $ 1,509 5

(1) Include customer collateral asset and restricted cash, which are fully offset by corresponding customer collateral liability and settlement payable, respectively.

Goodwill is primarily attributable to synergies expected to be achieved from the acquisition and the assembled workforce.

The goodwill recognized is not deductible for tax purposes.

This acquisition is subject to review by the Argentine competition authority.

Note 3—Revenue

2 unchanged sentences

Three Months Ended

March 31, Six Months Ended

2026 2025 2026 2025

(in millions)

2 unchanged sentences

Data processing revenue

5,543 4,701 11,087 9,446

International transaction revenue

3,631 3,291 7,283 6,733

Other revenue

1,320 937 2,534 1,849

Client incentives ( 4,245 ) ( 3,734 ) ( 8,514 ) ( 7,531 )

1 unchanged sentence

Three Months Ended

March 31, Six Months Ended

2026 2025 2026 2025

(in millions)

2 unchanged sentences

$ 11,230 $ 9,594 $ 22,131 $ 19,104

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

For the three months ended March 31, 2026 and 2025, revenue from value-added services was $ 3.3 billion and $ 2.6 billion, respectively.

For the six months ended March 31, 2026 and 2025, revenue from value-added services was $ 6.5 billion and $ 5.0 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.

As of March 31, 2026 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 December 31, 2025, the remaining performance obligations were $ 5.4 billion.

As of March 31, 2026, the remaining performance obligations were $ 5.5 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:

Three Months Ended

Six Months Ended

(in millions)

4 unchanged sentences

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

( 2,950 ) ( 538 )

Balance as of end of period

9 unchanged sentences

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

Three Months Ended

December 31, 2025

Six Months Ended

March 31, 2026

Preferred Stock Right to Recover for Covered Losses

8 unchanged sentences

$ 7 $ 116 $ ( 44 )

Three Months Ended

December 31, 2024

Six Months Ended

March 31, 2025

Preferred Stock Right to Recover for Covered Losses

12 unchanged sentences

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:

December 31, 2025 September 30, 2025

March 31, 2026 September 30, 2025

Value (1),(2)

8 unchanged sentences

As-converted value is based on unrounded numbers.

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

(2) As of March 31, 2026, 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

2026 September 30,

2025 December 31,

2025 March 31,

2026 September 30,

20 unchanged sentences

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.

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.

6 unchanged sentences

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

December 31, 2025

March 31, 2026

Cost Gross Unrealized Fair

29 unchanged sentences

Three Months Ended

March 31, Six Months Ended

2026 2025 2026 2025

(in millions)

1 unchanged sentence

Downward adjustments, including impairment

$ — $ ( 31 ) $ — $ ( 49 )

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 December 31, 2025, the carrying value

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

As of March 31, 2026, the carrying value and estimated fair value of debt was $ 24.0 billion and $ 21.8 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 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.

As of March 31, 2026, 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, 2026, and concluded there was no impairment as of that date.

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

No recent events or changes in circumstances indicated that impairment existed as of March 31, 2026.

Note 7—Leases

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

As of March 31, 2026, 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.

11 unchanged sentences

750 750 2.91 %

3.80 % Senior Notes due February 2029

2.05 % Senior Notes due April 2030

1 unchanged sentence

4.10 % Senior Notes due February 2031

1.10 % Senior Notes due February 2031

1,000 1,000 1.20 %

4.40 % Senior Notes due February 2033

4.15 % Senior Notes due December 2035

1,500 1,500 4.23 %

4.70 % Senior Notes due February 2036

2.70 % Senior Notes due April 2040

32 unchanged sentences

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

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.

In February 2026, the Company issued fixed-rate senior notes in a public offering in an aggregate principal amount of $ 3.0 billion, with maturities ranging between 3 and 10 years and interest rates ranging between 3.80 % and 4.70 %.

Interest on these notes is payable semi-annually on February 12 and August 12 of each year, commencing August 12, 2026.

The net aggregate proceeds, after deducting discounts and debt issuance costs, were approximately $ 3.0 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 March 31, 2026, 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.

During the six months ended March 31, 2026, the Company repaid $ 4.0 billion of principal upon maturity of its senior notes due December 2025.

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 March 31, 2026 and September 30, 2025, the Company had no outstanding obligations under the program.

In April 2026, the Company issued and fully repaid $ 500 million of commercial paper.

Note 9—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.

The Company indemnifies its issuing and acquiring 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 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.

For the six months ended March 31, 2026, the Company’s maximum daily settlement exposure was $ 168.6 billion and the average daily settlement exposure was $ 98.1 billion.

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

As of March 31, 2026 and September 30, 2025, the Company had total collateral of $ 9.5 billion and $ 8.8 billion, respectively.

Note 10—Segment Information

9 unchanged sentences

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

December 31, 2025 September 30, 2025

March 31, 2026 September 30, 2025

Outstanding Conversion Rate Into

24 unchanged sentences

retrospective responsibility plan:

Three Months Ended

Six Months Ended

(in millions, except per share data)

1 unchanged sentence

Effective price per share (1)

$ 345.17 $ 346.79

Deposits into the U.S.

litigation escrow account

(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.

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:

Three Months Ended

December 31, 2025 Three Months Ended

December 31, 2024

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

Six Months Ended

March 31, 2026 Six Months Ended

March 31, 2025

Series B Series C Series B Series C

10 unchanged sentences

Three Months Ended

March 31, Six Months Ended

2026 2025 2026 2025

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

As of March 31, 2026 and 2025, shares repurchased in the open market include unsettled repurchases of $ 125 million and $ 61 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.

As of March 31, 2026, the Company’s share repurchase program had remaining authorized funds of $ 13.2 billion.

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

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 .

In April 2026, the Company’s board of directors authorized a new $ 20.0 billion share repurchase program, providing multi-year flexibility.

These authorizations have no expiration date.

For the three months ended March 31, 2026 and 2025, the Company declared and paid dividends of $ 1,286 million and $ 1,164 million, respectively.

For the six months ended March 31, 2026 and 2025, the Company declared and paid dividends of $ 2.6 billion and $ 2.3 billion, respectively.

On April 28, 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 June 1, 2026 to all holders of record as of May 12, 2026 .

Note 12—Earnings Per Share

1 unchanged sentence

Three Months Ended

December 31, 2025

March 31, 2026

Basic Earnings Per Share Diluted Earnings Per Share

8 unchanged sentences

Net income $ 6,021

Six Months Ended

March 31, 2026

Basic Earnings Per Share Diluted Earnings Per Share

Outstanding (B) Earnings per

(in millions, except per share data)

Class A common stock $ 10,382 1,681 $ 6.18 $ 11,874 (3)

Class B-1 common stock 46 5 $ 9.58 $ 46 5 $ 9.57

Class B-2 common stock 1,126 120 $ 9.36 $ 1,125 120 $ 9.35

Class C common stock 220 9 $ 24.71 $ 220 9 $ 24.68

Participating securities 100 Not presented Not presented $ 100 Not presented Not presented

Net income $ 11,874

Three Months Ended

December 31, 2024

March 31, 2025

Basic Earnings Per Share Diluted Earnings Per Share

8 unchanged sentences

Net income $ 4,577

Six Months Ended

March 31, 2025

Basic Earnings Per Share Diluted Earnings Per Share

Outstanding (B) Earnings per

(in millions, except per share data)

Class A common stock $ 8,463 1,725 $ 4.90 $ 9,696 (3)

Class B-1 common stock 37 5 $ 7.68 $ 37 5 $ 7.67

Class B-2 common stock 911 120 $ 7.57 $ 909 120 $ 7.56

Class C common stock 183 9 $ 19.62 $ 183 9 $ 19.59

Participating securities 102 Not presented Not presented $ 102 Not presented Not presented

Net income $ 9,696

(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 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.

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

For the three and six months ended March 31, 2026 and 2025, 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

March 31, Six Months Ended

2026 2025 2026 2025

(in millions)

1 unchanged sentence

Class B-2 common stock

182 186 182 186

Class C common stock 36 37 36 37

1 unchanged sentence

Note 13—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 three months ended December 31, 2025:

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

4 unchanged sentences

(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.

For the three months ended March 31, 2026 and 2025, the Company recorded share-based compensation cost related to the EIP of $ 264 million and $ 250 million, respectively.

For the six months ended March 31, 2026 and 2025, the Company recorded share-based compensation cost related to the EIP of $ 485 million and $ 465 million, respectively.

Note 14—Income Taxes

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.

For the three and six months ended March 31, 2026, the effective income tax rates were 16 % and 15 %, respectively.

For the three and six months ended March 31, 2025, the effective income tax rates were 16 % and 17 %, respectively.

The effective income tax rates differ primarily due to the following:

• For the three and six months ended March 31, 2026, a $ 217 million tax benefit as a result of a tax position taken on certain expenses;

• For the six months ended March 31, 2026, a $ 333 million deferred tax benefit 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.

• For the three and six months ended March 31, 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 three and six months ended March 31, 2026, the Company’s gross unrecognized tax benefits increased $ 24 million and $ 37 million, respectively, and the Company’s net unrecognized tax benefits increased $ 22 million and $ 33 million, respectively.

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

14 unchanged sentences

The following table summarizes the activity related to accrued litigation:

Three Months Ended

Six Months Ended

(in millions)

22 unchanged sentences

covered litigation:

Three Months Ended

Six Months Ended

(in millions)

6 unchanged sentences

$ 615 $ 1,976

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.

For the six months ended March 31, 2026, the Company recorded additional accruals of $ 894 million and deposited $ 625 million into the U.S.

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

13 unchanged sentences

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

Three Months Ended

Six Months Ended

(in millions)

6 unchanged sentences

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.

On April 21, 2026, three merchants that are members of the Damages Class filed a motion for partial summary judgment in MDL 1720 seeking a declaration that the forward-looking release in the Amended Settlement Agreement resolving the Damages Class claims is invalid and unenforceable under federal law.

See Potayto-Potahto Interchange Litigation .

Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions

Visa has reached settlements with a number of merchants representing approximately 94 % of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs.

As a result of settlements reached during the three months ended March 31, 2026, all actions that were scheduled for trial beginning in April 2026 in the Southern District of New York have been resolved.

VE Territory Covered Litigation

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

On February 18, 2026, the UK Competition Appeal Tribunal (CAT) issued a decision finding that, except in certain merchant categories, interchange was not passed on by merchants, and Visa has sought permission from the UK Court of Appeal to appeal that decision.

On March 17, 2026, the UK Court of Appeal granted Visa permission to appeal the June 2025 decision by the CAT that certain interchange rates restrict competition under UK competition law.

Other Litigation

Debit Class Actions

On February 27, 2026, merchants and cardholders filed further amended consolidated complaints, both of which added several putative class representatives.

Securities Class Action

6 unchanged sentences

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

In the National ATM Council Class Action , on February 18, 2026, Visa and Mastercard filed a motion for summary judgment and plaintiffs filed a motion for partial summary judgment.

EMV Chip Liability Shift

On February 19, 2026, plaintiffs filed a motion for final approval of the class settlement with Visa and Mastercard, as well as the class settlement with Discover and American Express.

MiCamp Solutions

2 unchanged sentences

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

Europe Interchange Litigation

On April 20, 2026, a group of merchants from across Europe filed a claim in the UK High Court against several Visa entities.

The merchants allege that interchange fees on transactions in Europe are an unlawful restriction of competition and seek damages for the period from January 1, 2019 to present.

Potayto-Potahto Interchange Litigation

On April 21, 2026, Potayto-Potahto, LLC and two other merchants filed a class action complaint in the U.S.

District Court for the Southern District of New York against Visa Inc., Visa U.S.A., Visa International, Mastercard Incorporated, and Mastercard International Incorporated, asserting violations of federal antitrust laws consistent with allegations made in MDL 1720.

The complaint is brought on behalf of merchants that have accepted Visa and/or Mastercard credit cards since January 25, 2019, and seeks damages from that date.

See Interchange Multidistrict Litigation (MDL) - Class Actions .

Table of C o n t e n t s

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