What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-29 compared with 2026-01-30 · 227 added, 126 removed, 200 unchanged (64% of the section changed)

19 unchanged sentences

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.

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

6 unchanged sentences

Three Months Ended

March 31, Six Months Ended

(in millions, except percentages and per share data)

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Percentage changes are calculated based on unrounded numbers.

(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.

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

For the three and six months ended March 31, 2026, net revenue increased 17% and 16% over the prior-year comparable periods, respectively, primarily due to the growth in nominal cross-border volume, nominal payments volume and processed transactions, partially offset by higher client incentives.

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

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.

For the three and six months ended March 31, 2026, exchange rate movements increased our net revenue growth by approximately one percentage point.

For the three months ended March 31, 2026, operating expenses decreased 4% over the prior-year comparable period, primarily driven by lower litigation provision, partially offset by higher personnel and marketing expenses.

For the six months ended March 31, 2026, operating expenses increased 10% over the prior-year comparable period, primarily driven by higher marketing, personnel and professional fees.

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

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.

For the three and six months ended March 31, 2026, exchange rate movements negatively impacted our operating expense growth by approximately two percentage points.

For the three and six months ended March 31, 2026, non-GAAP operating expenses increased 17% over the prior-year comparable periods, primarily driven by higher personnel, marketing and professional fees.

In February 2026, we acquired 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.

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

Senior notes.

In February 2026, we 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.

See Note 8—Debt to our unaudited consolidated financial statements.

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Interchange multidistrict litigation .

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.

For the six months ended March 31, 2026, we recorded additional accruals of $894 million to address claims associated with the interchange multidistrict litigation.

We also made deposits of $625 million into the U.

litigation escrow account.

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

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

litigation escrow account.

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Common stock repurchases.

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.

For the six months ended March 31, 2026, we repurchased 36 million shares of our class A common stock in the open market for $11.7 billion.

As of March 31, 2026, our share repurchase program had remaining authorized funds of $13.2 billion.

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

See Note 11—Stockholders’ Equity to our unaudited consolidated financial statements.

Non-GAAP financial results.

We use non-GAAP financial measures of our performance which exclude certain items which we believe are not representative of our continuing operations, as they may be non-recurring or have no cash impact, and may distort our longer-term operating trends.

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.

Gains and losses on equity investments include periodic non-cash fair value adjustments and gains and losses upon sale of an investment.

These long-term investments are strategic in nature and are primarily private company investments.

Gains and losses associated with these investments are tied to the performance of the companies that we invest in and therefore do not correlate to the underlying performance of our business.

• Amortization of acquired intangible assets.

Amortization of acquired intangible assets consists of amortization of intangible assets such as technology and customer relationships acquired in connection with business combinations executed beginning in fiscal 2019.

Amortization charges for our acquired intangible assets are non-cash and are significantly affected by the timing, frequency and size of our acquisitions, rather than our core operations.

As such, we have excluded this amount to facilitate an evaluation of our current operating performance and comparison to our past operating performance.

• Acquisition-related costs.

Acquisition-related costs consist primarily of one-time transaction and integration costs associated with our business combinations.

These costs include professional fees, technology integration fees, restructuring activities and other direct costs related to the purchase and integration of acquired entities.

These costs also include retention equity and deferred compensation when they are agreed upon as part of the purchase price of the transaction but are required to be recognized as expense post-combination.

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

• Litigation provision.

Litigation provision includes significant accruals related to certain legal matters that are not covered by the U.S.

retrospective responsibility plan or the Europe retrospective responsibility plan (uncovered legal matters) and additional accruals associated with the interchange multidistrict litigation which are covered by the U.S.

retrospective responsibility plan (U.S.

covered litigation).

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 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.

retrospective responsibility plan, we recover the monetary liabilities related to the U.S.

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 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.

• 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.

Non-GAAP operating expenses, non-operating income (expense), income tax provision, effective income tax rate, net income and diluted earnings per share should not be relied upon as substitutes for, or considered in isolation from, measures calculated in accordance with GAAP.

The following tables reconcile our GAAP to non-GAAP financial measures:

Three Months Ended

December 31, 2025

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)

$ 4,164 $ (11) $ 873 13.0 % $ 5,853 $ 3.03

(Gains) losses on equity investments, net — 7 2 5 —

Amortization of acquired intangible assets (54) — 14 40 0.02

Acquisition-related costs (12) — 1 11 0.01

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

Three Months Ended

December 31, 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)

$ 3,276 $ (34) $ 1,081 17.4 % $ 5,119 $ 2.58

(Gains) losses on equity investments, net — 75 17 58 0.03

Amortization of acquired intangible assets (46) — 11 35 0.02

Acquisition-related costs (34) — 2 32 0.02

Severance costs

(213) — 45 168 0.08

Lease consolidation costs

(39) — 9 30 0.02

Litigation provision

(27) — 6 21 0.01

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

(1) Determined by applying applicable tax rates.

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

Effective income tax rate, diluted earnings per share and their respective totals are calculated based on unrounded numbers.

Payments Volume and Processed Transactions

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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 table presents nominal payments and cash volume:

The following tables present nominal payments and cash volume:

International Visa

Three Months Ended September 30, (1)

Three Months Ended December 31, (1)

(in billions)

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$ 1,984 $ 1,870 $ 2,542 $ 2,285 $ 4,526 $ 4,155

International Visa

Six Months Ended December 31, (1)

(in billions)

Nominal payments volume

Consumer credit $ 1,338 $ 1,252 $ 1,709 $ 1,568 $ 3,047 $ 2,820

Consumer debit (2)

1,689 1,577 1,906 1,670 3,595 3,247

Commercial (3)

583 540 376 327 959 867

Total nominal payments volume (4)

$ 3,610 $ 3,370 $ 3,991 $ 3,565 $ 7,601 $ 6,934

Cash volume (5)

302 300 1,001 958 1,303 1,259

Total nominal volume (4),(6)

$ 3,913 $ 3,670 $ 4,992 $ 4,523 $ 8,904 $ 8,193

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

International Visa

Three Months Ended September 30, 2025 vs.

International Visa

Three Months Ended December 31,

Six Months Ended December 31,

Nominal Nominal Constant (7)

Nominal Constant (7)

Nominal Nominal Constant (7)

Nominal Constant (7)

Payments volume growth

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(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 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.

Therefore, service revenue reported for the three and six months ended March 31, 2026 and 2025, respectively, was based on nominal payments volume reported by our financial institution clients for the three and six months ended December 31, 2025 and 2024, respectively.

On occasion, previously presented volume information may be updated.

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Three Months Ended

March 31, Six Months Ended

(in millions, except percentages)

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Three Months Ended

March 31, Six Months Ended

(in millions, except percentages)

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Percentage changes are calculated based on unrounded numbers.

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.

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

Volume growth was driven primarily by continued resilience in consumer spending and ongoing expansion in digital commerce.

Cross-border volume growth was supported by cross-border ecommerce and travel-related activity.

Nominal payments volume growth of 10% was supported by broad-based growth across both credit

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and debit spending, with ecommerce continuing to grow faster than face-to-face spend.

We expect that the ongoing shift toward digital commerce and electronic payments will continue;

however, the extent to which these trends support volume increases will depend on a number of factors, including consumer spending levels and broader macroeconomic conditions.

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 December 31, 2025, exchange rate movements increased our net revenue growth by approximately one percentage point.

For the three and six months ended March 31, 2026, exchange rate movements increased our net revenue growth by approximately one percentage point.

Foreign exchange rate movements and volatility have contributed to periodic variability in our results, and may continue to do so in the future.

The following table presents the components of our net revenue:

Three Months Ended

March 31, Six Months Ended

(in millions, except percentages)

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Percentage changes are calculated based on unrounded numbers.

• 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.

• Service revenue increased over the three and six-month prior-year comparable periods primarily due to growth in nominal payments volume of 10%, select pricing modifications and growth in card benefits.

• Data processing revenue increased over the three and six-month prior-year comparable periods 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 and six-month prior-year comparable periods primarily due to growth in nominal cross-border volume of 17% and 16%, respectively, excluding transactions within Europe, partially offset by business mix and lower volatility of a broad range of currencies.

• Other revenue increased over the three and six-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 six-month prior-year comparable periods 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 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.

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.

Value-added services revenue increased 29% and 31% over the three and six-month prior-year comparable periods, respectively, primarily due to growth in Issuing Solutions, Advisory and Other Services and Acceptance Solutions.

Growth in value-added services revenue over the three and six-month prior-year comparable periods was primarily due to underlying business drivers, which included client consulting and marketing engagements, processed transactions and number and mix of payment credentials;

Client consulting engagements increased 32% and 35% over the three and six-month prior-year comparable periods, respectively, and demand for marketing services increased primarily due to sponsorship events, including the FIFA World Cup 2026 TM and the Olympic and Paralympic Winter Games Milano Cortina 2026.

Processed transactions increased 9% over the three

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and six-month prior-year comparable periods, and payment credentials increased 6% over the prior-year comparable period.

Operating Expenses

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Three Months Ended

March 31, Six Months Ended

(in millions, except percentages)

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Depreciation and amortization

333 305 9 % 659 587 12 %

General and administrative

Litigation provision 708 44 NM

450 419 8 % 965 900 7 %

Litigation provision 329 1,000 (67 %) 1,037 1,044 (1 %)

Total operating expenses $ 3,996 $ 4,159 (4 %) $ 8,160 $ 7,435 10 %

NM – Not meaningful

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

Percentage changes are calculated based on unrounded numbers.

• 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.

• Personnel expenses increased over the three and six-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.

The increase during the six months ended March 31, 2026 was partially offset by severance costs in the prior year to realign our organizational structure.

• Marketing expenses increased over the three and six-month prior-year comparable periods primarily due to higher spending for client marketing and various campaigns, both driven in part by the Olympic and Paralympic Winter Games Milano Cortina 2026 and the FIFA World Cup 2026 TM .

• Professional fees increased over the three and six-month prior-year comparable periods primarily due to higher expenses associated with client engagements, costs incurred in the current period in connection with our acquisition of Prisma and Newpay, and higher legal fees.

• Litigation provision decreased over the three and six-month prior-year comparable periods primarily due to lower accruals related to the U.S.

covered litigation, partially offset by higher accruals related to uncovered legal matters.

See Note 15—Legal Matters to our unaudited consolidated financial statements.

(1) Growth is calculated based on payment credentials as of December 31, 2025 and 2024 as reported by our financial institution clients.

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Non-operating Income (Expense)

1 unchanged sentence

Three Months Ended

March 31, Six Months Ended

(in millions, except percentages)

1 unchanged sentence

Investment income (expense) and other 118 161 (26 %) 301 309 (3 %)

Total non-operating income (expense) $ (11) $ (34) (65 %)

Total non-operating income (expense) $ (60) $ 3 NM $ (71) $ (31) 129 %

NM – Not meaningful

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

Percentage changes are calculated based on unrounded numbers.

• 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.

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

Effective Income Tax Rate

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Three Months Ended

March 31, Six Months Ended

2026 2025 2026 2025

Effective income tax rate 16 % 16 % 15 % 17 %

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.

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

Non-GAAP Financial Measures

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.

Gains and losses on equity investments include periodic non-cash fair value adjustments and gains and losses upon sale of an investment.

These long-term investments are strategic in nature and are primarily private company investments.

Gains and losses associated with these investments are tied to the performance of the companies that we invest in and therefore do not correlate to the underlying performance of our business.

• Amortization of acquired intangible assets.

Amortization of acquired intangible assets consists of amortization of intangible assets such as technology and customer relationships acquired in connection with

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business combinations executed beginning in fiscal 2019.

Amortization charges for our acquired intangible assets are non-cash and are significantly affected by the timing, frequency and size of our acquisitions, rather than our core operations.

As such, we have excluded this amount to facilitate an evaluation of our current operating performance and comparison to our past operating performance.

• Acquisition-related costs.

Acquisition-related costs consist primarily of one-time transaction and integration costs associated with our business combinations.

These costs include professional fees, technology integration fees, restructuring activities and other direct costs related to the purchase and integration of acquired entities.

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

• Litigation provision.

Litigation provision includes significant accruals related to certain legal matters that are not covered by the U.S.

retrospective responsibility plan (U.S.

covered litigation).

For the three and six months ended March 31, 2026 and 2025, we have excluded these amounts to facilitate a comparison to our past operating performance.

Under the U.S.

retrospective responsibility plan, we recover the monetary liabilities related to the U.S.

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 and six months ended March 31, 2026 and 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 periods.

See Note 5—U.S.

and Europe Retrospective Responsibility Plans and Note 15—Legal Matters to our unaudited consolidated financial statements.

• Deferred tax benefit.

For the six months ended March 31, 2026, 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 six months ended March 31, 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 six months ended March 31, 2025, 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.

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The following tables reconcile our GAAP to non-GAAP financial measures:

Three Months Ended

March 31, 2026

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)

$ 3,996 $ (60) $ 1,153 16.1 % $ 6,021 $ 3.14

(Gains) losses on equity investments, net — 15 3 12 0.01

Amortization of acquired intangible assets (50) — 13 37 0.02

Acquisition-related costs (36) — 6 30 0.02

Litigation provision

(311) — 69 242 0.13

Non-GAAP $ 3,599 $ (45) $ 1,244 16.4 % $ 6,342 $ 3.31

Six Months Ended

March 31, 2026

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)

$ 8,160 $ (71) $ 2,026 14.6 % $ 11,874 $ 6.17

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

Amortization of acquired intangible assets (104) — 27 77 0.04

Acquisition-related costs (48) — 7 41 0.02

Litigation provision (1,018) — 228 790 0.41

Deferred tax benefit

— — 333 (333) (0.17)

Non-GAAP $ 6,990 $ (49) $ 2,626 17.4 % $ 12,466 $ 6.48

Three Months Ended

March 31, 2025

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)

$ 4,159 $ 3 $ 861 15.8 % $ 4,577 $ 2.32

(Gains) losses on equity investments, net — 23 5 18 0.01

Amortization of acquired intangible assets (64) — 16 48 0.02

Acquisition-related costs (32) — 3 29 0.02

Litigation provision (992) — 222 770 0.39

Non-GAAP $ 3,071 $ 26 $ 1,107 16.9 % $ 5,442 $ 2.76

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Six Months Ended

March 31, 2025

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)

$ 7,435 $ (31) $ 1,942 16.7 % $ 9,696 $ 4.90

(Gains) losses on equity investments, net — 98 22 76 0.04

Amortization of acquired intangible assets (110) — 27 83 0.04

Acquisition-related costs (66) — 5 61 0.03

Severance costs

(213) — 45 168 0.08

Lease consolidation costs

(39) — 9 30 0.02

Litigation provision

(1,019) — 228 791 0.40

Non-GAAP $ 5,988 $ 67 $ 2,278 17.3 % $ 10,905 $ 5.51

(1) Determined by applying applicable tax rates.

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

Effective income tax rate, diluted earnings per share and their respective totals are calculated based on unrounded numbers.

Liquidity and Capital Resources

1 unchanged sentence

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

Three Months Ended

Six Months Ended

(in millions)

4 unchanged sentences

Operating activities.

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

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

Investing activities.

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.

Cash used in investing activities increased over the six-month prior-year comparable period primarily due to lower proceeds from maturities and sales of investment securities.

Financing activities.

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.

Cash used in financing activities increased over the six-month prior-year comparable period primarily due to the principal debt repayment upon maturity of senior notes due December 2025 and higher share repurchases, partially offset by proceeds received from the issuance of senior notes.

Sources of Liquidity

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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.

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Senior notes.

In February 2026, we 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.

See Note 8—Debt to our unaudited consolidated financial statements.

Uses of Liquidity

1 unchanged sentence

Common stock repurchases.

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.

For the six months ended March 31, 2026, we repurchased shares of our class A common stock in the open market for $11.7 billion.

As of March 31, 2026, our share repurchase program had remaining authorized funds of $13.2 billion.

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

See Note 11—Stockholders’ Equity to our unaudited consolidated financial statements.

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).

For the six months ended March 31, 2026, we declared and paid $2.6 billion in dividends to holders of our common and preferred stock.

On April 28, 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.

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Senior notes.

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

During the six months ended March 31, 2026, 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 8—Debt to our unaudited consolidated financial statements.

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

In February 2026, we acquired Prisma and Newpay in Argentina for a total purchase consideration of $1.5 billion in cash.

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

For the six months ended March 31, 2026, we deposited $625 million into the U.S.

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

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.

The balance of this account as of March 31, 2026 was $665 million and is reflected as restricted cash equivalents in our consolidated balance sheets.

See Note 5—U.S.

and Europe Retrospective Responsibility Plans and Note 15—Legal Matters to our unaudited consolidated financial statements.

Indemnifications

We indemnify our issuing and acquiring clients for settlement losses suffered due to the failure of any other client to fund its settlement obligations in accordance with our operating rules.

The amount of the indemnification is limited to the amount of unsettled Visa payment transactions at any point in time.

We maintain and regularly review global settlement risk policies and procedures to manage settlement risk, which may require clients to post collateral if certain credit standards are not met.

Recent regulatory developments in Brazil, including enhanced requirements for payment scheme operators like Visa, may increase our settlement-related risks and residual exposure.

Accounting Pronouncements Not Yet Adopted

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This ASU is effective for our annual periods beginning October 1, 2025, and requires prospective application with the option to apply the standard retrospectively.

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

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

In November 2024, the FASB issued ASU 2024-03, which requires disclosure of additional information about specific expense categories underlying certain income statement expense line items.

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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.

This ASU is effective for our annual and interim periods beginning October 1, 2028,

Table of C o n t e n t s

and transition approaches include prospective, retrospective or modified methods.

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

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis