What changed in this filing

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Item 1. Financial Statements

2026-07-29 compared with 2026-04-29 · 152 added, 97 removed, 806 unchanged (24% of the section changed)

33 unchanged sentences

Total liabilities 59,412 61,718

Commitments and contingencies (Note 15)

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

Commitments and contingencies (Note 14 and Note 16)

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

Common stock, $ 0.0001 par value:

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

Class A common stock, 1,702 and 1,691 shares issued and outstanding as of June 30, 2026 and September 30, 2025, respectively

Class B-1, B-2 and B-3 total common stock, 63 and 125 shares issued and outstanding as of June 30, 2026 and September 30, 2025, respectively

Class C common stock, 18 and 9 shares issued and outstanding as of June 30, 2026 and September 30, 2025, respectively

Right to recover for covered losses ( 111 ) ( 124 )

12 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2026 2025 2026 2025

22 unchanged sentences

Class B-2 common stock $ 4.47 $ 4.13 $ 13.85 $ 11.70

Class B-3 common stock (1)

$ 4.47 $ — $ 13.77 $ —

Class C common stock $ 11.87 $ 10.78 $ 36.58 $ 30.39

3 unchanged sentences

Class B-2 common stock 53 120 98 120

Class B-3 common stock (1)

Class C common stock 18 9 12 9

3 unchanged sentences

Class B-2 common stock $ 4.47 $ 4.13 $ 13.83 $ 11.69

Class B-3 common stock (1)

$ 4.47 $ — $ 13.76 $ —

Class C common stock $ 11.86 $ 10.77 $ 36.55 $ 30.35

3 unchanged sentences

Class B-2 common stock 53 120 98 120

Class B-3 common stock (1)

Class C common stock 18 9 12 9

(1) No shares of class B-3 common stock were outstanding prior to the class B-1 and B-2 common stock exchange offer.

See Note 11—Stockholders’ Equity for further details.

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

1 unchanged sentence

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2026 2025 2026 2025

22 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

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

8 unchanged sentences

VE territory covered losses ( 80 ) ( 80 )

Recovery through conversion rate adjustments ( 11 ) 13 ( 3 ) ( 1 )

Conversions to class A common stock — (1)

( 23 ) 1 23 —

Class B-1 and B-2 common stock exchange offer ( 39 ) — (1)

Share-based compensation 222 222

1 unchanged sentence

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

5 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Six Months Ended March 31, 2026

Nine Months Ended June 30, 2026

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

12 unchanged sentences

( 111 ) 44 111 —

Class B-1 and B-2 common stock exchange offer ( 39 ) — (2)

Share-based compensation 728 728

6 unchanged sentences

1,783 $ 22,168 $ ( 111 ) $ 12,753 $ ( 146 ) $ 35,178

(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.

(1) As of June 30, 2026 and September 30, 2025, the book value of series A convertible participating preferred stock (series A preferred stock) was $ 402 million and $ 513 million, respectively.

See Note 5—U.S.

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

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

9 unchanged sentences

Conversions to class A common stock — (1)

( 24 ) 1 24 —

Share-based compensation 223 223

1 unchanged sentence

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

( 12 ) ( 12 )

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

5 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Six Months Ended March 31, 2025

Nine Months Ended June 30, 2025

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

20 unchanged sentences

1,836 $ 21,746 $ ( 118 ) $ 15,956 $ 209 $ 38,664

(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.

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

See Note 5—U.S.

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

(in millions)

28 unchanged sentences

Repurchases of class A common stock ( 16,430 ) ( 13,389 )

Repayments of debt ( 4,000 ) —

Repayments of senior notes ( 5,565 ) —

Dividends paid ( 3,852 ) ( 3,488 )

Proceeds from issuance of senior notes 2,995 3,924

Net proceeds from issuance (repayments) of commercial paper 1,496 —

Proceeds from stock issued under equity plans 204 341

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 $ 51

(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.

(1) For the nine months ended June 30, 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.

53 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2026 2025 2026 2025

11 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2026 2025 2026 2025

3 unchanged sentences

$ 11,633 $ 10,172 $ 33,764 $ 29,276

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.

For the three months ended June 30, 2026 and 2025, revenue from value-added services was $ 3.8 billion and $ 2.8 billion, respectively.

For the nine months ended June 30, 2026 and 2025, revenue from value-added services

was $ 10.3 billion and $ 7.8 billion, respectively.

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

As of March 31, 2026 and September 30, 2025, deferred revenue was $ 1.9 billion and $ 1.7 billion, respectively.

As of June 30, 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 March 31, 2026, the remaining performance obligations were $ 5.5 billion.

As of June 30, 2026, the remaining performance obligations were $ 5.6 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:

Six Months Ended

Nine Months Ended

(in millions)

3 unchanged sentences

litigation escrow account 875 375

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

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

( 2,977 ) ( 768 )

8 unchanged sentences

Adjustments to the conversion rate may be executed once in any six-month period unless a single, individual loss greater than € 20 million is incurred, in which case, the six-month limitation does not apply.

When the adjustment to the conversion rate is made, the amount previously recorded in right to recover for covered losses is then recorded against the book value of the preferred stock within stockholders’ equity.

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

Six Months Ended

March 31, 2026

Nine Months Ended

June 30, 2026

Preferred Stock Right to Recover for Covered Losses

5 unchanged sentences

Recovery through conversion rate adjustments (2)

( 60 ) ( 49 ) 108

Balance as of end of period

$ — $ 112 $ ( 111 )

Six Months Ended

March 31, 2025

Nine Months Ended

June 30, 2025

Preferred Stock Right to Recover for Covered Losses

11 unchanged sentences

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

(3) For the nine months ended June 30, 2026, the Company recognized a $ 3 million reduction to accumulated income within stockholders’ equity related to conversion rate adjustments for its series B preferred stock.

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:

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Value (1),(2)

8 unchanged sentences

As-converted value is based on unrounded numbers.

(2) As of March 31, 2026, the as-converted value of preferred stock is calculated as the product of:

(2) As of June 30, 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 March 31,

2025 June 30,

2026 September 30,

30 unchanged sentences

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

March 31, 2026

June 30, 2026

Cost Gross Unrealized Fair

29 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2026 2025 2026 2025

4 unchanged sentences

Other Fair Value Disclosures

Debt instruments are measured at amortized cost on the Company’s consolidated balance sheets.

The fair value of the debt instruments, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, instruments.

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

As of 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.

Senior notes.

The Company’s senior notes are measured at amortized cost on the consolidated balance sheets.

The fair value of the senior notes, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, instruments.

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

As of June 30, 2026, the carrying value and estimated fair value of the senior notes was $ 22.4 billion and $ 20.4 billion, respectively.

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

Other financial instruments not measured at fair value.

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.

As of June 30, 2026, the carrying values of settlement receivable and payable, accounts receivable and payable, commercial paper 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 March 31, 2026.

No recent events or changes in circumstances indicated that impairment existed as of June 30, 2026 .

Note 7—Leases

As of March 31, 2026, the Company had additional leases that had not yet commenced with estimated future payments of $ 560 million.

As of June 30, 2026, the Company had additional leases that had not yet commenced with estimated future payments of $ 640 million.

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

3 unchanged sentences

(in millions, except percentages)

Commercial paper (2)

3.15 % Senior Notes due December 2025

49 unchanged sentences

(1) Effective interest rates disclosed do not reflect hedge accounting adjustments.

(2) As of June 30, 2026, the weighted-average interest rate for commercial paper outstanding was 3.77 %.

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

5 unchanged sentences

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.

As of June 30, 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.

During the nine months ended June 30, 2026, the Company repaid € 1.35 billion ($ 1.6 billion) and $ 4.0 billion of principal upon maturity of the senior notes due June 2026 and December 2025, respectively.

Commercial Paper Program

1 unchanged sentence

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.

In July 2026, the Company increased the authorized amount of outstanding notes that can be issued under the program to $ 7.0 billion.

As of July 28, 2026, the Company had $ 500 million of commercial paper outstanding.

Note 9—Settlement Guarantee Management

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.

This indemnification creates settlement risk for the Company due to the difference in timing between the payment transaction date and subsequent settlement date.

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.

2 unchanged sentences

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 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.

For the nine months ended June 30, 2026, the Company’s maximum daily settlement exposure was $ 168.6 billion and the average daily settlement exposure was $ 99.5 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.

As of June 30, 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:

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Outstanding Conversion Rate Into

12 unchanged sentences

1 120 1.5223 (3)

181 120 1.5223 (3)

Class B-3 common stock 61 1.4953 (3)

Class C common stock 18 4.0000 73 9 4.0000 36

3 unchanged sentences

(2) The number of shares outstanding was less than one million.

(3) The class B-1 and class B-2 to class A common stock conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal.

(3) The class B-1, B-2 and B-3 to class A common stock conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal.

Conversion rates are presented on a rounded basis.

(4) No shares of class B-3 common stock were outstanding prior to the class B-1 and B-2 common stock exchange offer.

See class B-1 and B-2 common stock exchange offer below for further details.

Reduction in as-converted shares.

The following table presents the reduction in the number of as-converted class B-1 and B-2 common stock after deposits into the U.S.

The following table presents the reduction in the number of as-converted class B-1, B-2 and B-3 common stock after deposits into the U.S.

litigation escrow account under the U.S.

retrospective responsibility plan:

Six Months Ended

Nine Months Ended

(in millions, except per share data)

7 unchanged sentences

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

Nine Months Ended

June 30, 2026 Nine Months Ended

June 30, 2025

Series B Series C Series B Series C

6 unchanged sentences

(1) The reduction in equivalent number of class A common stock was less than one million shares.

(2) Effective price per share for the period represents the weighted-average price calculated using the effective price per share of the respective adjustments made during the period.

Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificates of designations for its series B and C preferred stock.

2 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2026 2025 2026 2025

8 unchanged sentences

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

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.

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

As of June 30, 2026 and 2025, shares repurchased in the open market include unsettled repurchases of $ 150 million and $ 61 million, respectively.

In April 2025, the Company’s board of directors authorized a $ 30.0 billion share repurchase program and in April 2026, authorized an additional $ 20.0 billion share repurchase program.

Each authorization provides for multi-year flexibility and has no expiration date.

As of June 30, 2026, the Company’s share repurchase programs had remaining authorized funds of $ 28.4 billion.

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

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 .

Class B-1 and B-2 common stock exchange offer .

In May 2026, Visa accepted 3 million shares of class B-1 common stock and 120 million shares of class B-2 common stock tendered in the exchange offer.

In exchange, Visa issued 61 million shares of class B-3 common stock and 23 million shares of class C common stock.

The class B-1 and B-2 common shares exchanged have been retired.

Future conversion rate adjustments for the class B-3 common stock will have four times and two times the impact compared to conversion rate adjustments for the class B-1 and B-2 common stock, respectively.

Portions of the class C common stock received in the exchange offer are subject to temporary transfer restriction up to 90 days from the exchange offer acceptance date.

For the three months ended June 30, 2026 and 2025, the Company declared and paid dividends of $ 1,273 million and $ 1,154 million, respectively.

For the nine months ended June 30, 2026 and 2025, the Company declared and paid dividends of $ 3.9 billion and $ 3.5 billion, respectively.

On July 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 September 1, 2026 to all holders of record as of August 11, 2026 .

Note 12—Earnings Per Share

1 unchanged sentence

Three Months Ended

March 31, 2026

June 30, 2026

Basic Earnings Per Share Diluted Earnings Per Share

5 unchanged sentences

Class B-2 common stock 238 53 $ 4.47 $ 238 53 $ 4.47

Class B-3 common stock (4)

152 34 $ 4.47 $ 152 34 $ 4.47

Class C common stock 212 18 $ 11.87 $ 211 18 $ 11.86

1 unchanged sentence

Net income $ 5,628

Six Months Ended

March 31, 2026

Nine Months Ended

June 30, 2026

Basic Earnings Per Share Diluted Earnings Per Share

5 unchanged sentences

Class B-2 common stock 1,356 98 $ 13.85 $ 1,355 98 $ 13.83

Class B-3 common stock (4)

156 11 $ 13.77 $ 156 11 $ 13.76

Class C common stock 435 12 $ 36.58 $ 434 12 $ 36.55

2 unchanged sentences

Three Months Ended

March 31, 2025

June 30, 2025

Basic Earnings Per Share Diluted Earnings Per Share

8 unchanged sentences

Net income $ 5,272

Six Months Ended

March 31, 2025

Nine Months Ended

June 30, 2025

Basic Earnings Per Share Diluted Earnings Per Share

11 unchanged sentences

Basic and diluted earnings per share are calculated based on unrounded numbers.

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

For the three and six months ended March 31, 2026 and 2025, the common stock equivalents were not material for each period.

(3) Diluted class A common stock earnings per share calculation includes the assumed conversion of all class B-1, B-2, B-3 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 and nine months ended June 30, 2026 and 2025, the common stock equivalents were not material for each period.

(4) No shares of class B-3 common stock were outstanding prior to the class B-1 and B-2 common stock exchange offer.

See Note 11—Stockholders’ Equity for further details.

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

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2026 2025 2026 2025

3 unchanged sentences

80 185 148 185

Class B-3 common stock (1)

Class C common stock 71 36 48 37

Participating securities 15 20 16 20

(1) No shares of class B-3 common stock were outstanding prior to the class B-1 and B-2 common stock exchange offer.

See Note 11—Stockholders’ Equity for further details.

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 six months ended March 31, 2026:

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 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.

For the three months ended June 30, 2026 and 2025, the Company recorded share-based compensation cost related to the EIP of $ 214 million and $ 215 million, respectively.

For the nine months ended June 30, 2026 and 2025, the Company recorded share-based compensation cost related to the EIP of $ 699 million and $ 680 million, respectively.

Note 14—Commitments

In July 2026, the Company entered into sponsorship and software arrangements with aggregate future minimum payment commitments of approximately $ 820 million through fiscal 2035.

Note 15—Income Taxes

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.

For the three and nine months ended June 30, 2026, the effective income tax rates were 18 % and 16 %, respectively.

For the three and nine months ended June 30, 2025, the effective income tax rate was 17 %.

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.

• For the three and nine months ended June 30, 2026, a deferred tax benefit of $ 18 million and $ 351 million, respectively, 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.

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.

• For the nine months ended June 30, 2026, a $ 217 million tax benefit as a result of a tax position taken on certain expenses;

• 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 three and nine months ended June 30, 2026, the Company’s gross unrecognized tax benefits increased $ 22 million and $ 59 million, respectively, and the Company’s net unrecognized tax benefits increased $ 20 million and $ 53 million, respectively.

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

For the three and nine months ended June 30, 2026, there were no significant changes in accrued interest related to uncertain tax positions.

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

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

federal income tax returns.

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

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

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

10 unchanged sentences

The following table summarizes the activity related to accrued litigation:

Six Months Ended

Nine Months Ended

(in millions)

22 unchanged sentences

covered litigation:

Six Months Ended

Nine Months Ended

(in millions)

6 unchanged sentences

$ 822 $ 2,255

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

For the nine months ended June 30, 2026, the Company recorded additional accruals of $ 1.1 billion and deposited $ 875 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:

Six Months Ended

Nine Months Ended

(in millions)

5 unchanged sentences

Interchange Multidistrict Litigation (MDL) - Class Actions

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

On July 15, 2026, the Injunctive Relief Class plaintiffs filed a motion for final 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 .

On May 4, 2026, the U.S.

Court of Appeals for the Second Circuit affirmed the district court’s decision denying motions for partial summary judgment filed by the Lanning and Camp Grounds plaintiffs and the Old Jericho plaintiffs.

The Lanning and Camp Grounds plaintiffs and the Old Jericho plaintiffs subsequently filed respective petitions for panel rehearing or rehearing en banc, which were denied.

On June 16, 2026, Visa and Mastercard filed a motion to enforce the Amended Settlement Agreement against the three merchant plaintiffs that filed the Potayto-Potahto Interchange Litigation.

Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions

5 unchanged sentences

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.

Since July 2013, proceedings have been commenced by more than 1,200 Merchants (the capitalized term “Merchant”, when used in this section, means a Merchant together with subsidiary/affiliate companies that are party to the same claim) against Visa Europe, Visa Inc.

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

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

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

As of the filing date, Visa has settled the claims asserted by over 950

Merchants, and there are over 100 Merchants with outstanding claims.

In addition, merchants continue to threaten similar proceedings, and in some cases, the Company has entered into standstill agreements.

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

The Company anticipates additional claims in the future.

Other Litigation

3 unchanged sentences

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

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

On January 9, 2026, plaintiff filed a second amended complaint, and Visa filed a motion to dismiss on January 23, 2026, which was granted without leave to amend on June 29, 2026.

Debit Surcharge Class Action

5 unchanged sentences

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.

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, which was granted on April 28, 2026.

MiCamp Solutions

2 unchanged sentences

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

On June 18, 2026, the German Federal Court of Justice requested a preliminary ruling from the European Court of Justice regarding questions relating to Visa’s jurisdictional challenges.

Europe Interchange Litigation

1 unchanged sentence

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.

In May and June 2026, additional merchants asserted claims 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.

The plaintiffs’ damages period goes back at least six years from filing.

Potayto-Potahto Interchange Litigation

3 unchanged sentences

See Interchange Multidistrict Litigation (MDL) - Class Actions .

On May 4, 2026, defendants filed an unopposed motion to stay pending resolution of the plaintiffs’ motion for partial summary judgment filed in MDL 1720.

On May 11, 2026, the MDL Panel entered a Conditional Transfer Order transferring the case to MDL 1720, and plaintiffs have opposed the order.

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