VISA INC. 10-Q

ITEM 1. Financial Statements (Unaudited) VISA CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, 2026 September 30, 2025 (in millions, except per share data) Assets Cash and cash equivalents $ 12,359 $ 17,164 Restricted cash equivalents—U.S. litigation escrow 888 2,990 Investment securities 1,433 1,833 Settlement receivable 2,400 4,191 Accounts receivable 3,527 3,126 Customer collateral 4,310 3,625 Current portion of client incentives 2,523 2,158 Prepaid expenses and other current assets 3,562 2,679 Total current assets 31,002 37,766 Investment securities 150 999 Client incentives 5,884 5,157 Property, equipment and technology, net 4,858 4,236 Goodwill 20,825 19,879 Intangible assets, net 27,532 27,646 Other assets 4,339 3,944 Total assets $ 94,590 $ 99,627 Liabilities Accounts payable $ 553 $ 555 Settlement payable 3,277 4,568 Customer collateral 4,310 3,625 Accrued compensation and benefits 2,219 1,863 Client incentives 11,429 10,369 Accrued liabilities 5,409 5,466 Current maturities of debt 2,996 5,569 Accrued litigation 1,274 3,033 Total current liabilities 31,467 35,048 Long-term debt 20,862 19,602 Deferred tax liabilities 5,219 5,549 Other liabilities 1,864 1,519 Total liabilities 59,412 61,718 Commitments and contingencies (Note 14 and Note 16) Equity Preferred stock, $ 0.0001 par value, 5 shares issued and outstanding as of June 30, 2026 and September 30, 2025 514 745 Common stock, $ 0.0001 par value: 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 ) Additional paid-in capital 22,168 21,934 Accumulated income 12,753 15,106 Accumulated other comprehensive income (loss): Investment securities 2 12 Defined benefit pension and other postretirement plans ( 25 ) ( 32 ) Derivative instruments ( 129 ) ( 307 ) Foreign currency translation adjustments 6 575 Total accumulated other comprehensive income (loss) ( 146 ) 248 Total equity 35,178 37,909 Total liabilities and equity $ 94,590 $ 99,627 See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 3 Table of Contents VISA CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED ) Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 (in millions, except per share data) Net revenue $ 11,633 $ 10,172 $ 33,764 $ 29,276 Operating Expenses Personnel 2,458 1,749 6,063 5,219 Marketing 649 421 1,604 1,108 Network and processing 280 224 773 655 Professional fees 246 187 692 503 Depreciation and amortization 367 317 1,026 904 General and administrative 503 482 1,468 1,382 Litigation provision 253 615 1,290 1,659 Total operating expenses 4,756 3,995 12,916 11,430 Operating income 6,877 6,177 20,848 17,846 Non-operating Income (Expense) Interest expense ( 194 ) ( 39 ) ( 566 ) ( 379 ) Investment income (expense) and other 150 195 451 504 Total non-operating income (expense) ( 44 ) 156 ( 115 ) 125 Income before income taxes 6,833 6,333 20,733 17,971 Income tax provision 1,205 1,061 3,231 3,003 Net income $ 5,628 $ 5,272 $ 17,502 $ 14,968 Basic Earnings Per Share Class A common stock $ 2.97 $ 2.69 $ 9.15 $ 7.60 Class B-1 common stock $ 4.59 $ 4.21 $ 14.18 $ 11.88 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 Basic Weighted-average Shares Outstanding Class A common stock 1,673 1,709 1,678 1,720 Class B-1 common stock 3 5 4 5 Class B-2 common stock 53 120 98 120 Class B-3 common stock (1) 34 — 11 — Class C common stock 18 9 12 9 Diluted Earnings Per Share Class A common stock $ 2.97 $ 2.69 $ 9.14 $ 7.59 Class B-1 common stock $ 4.59 $ 4.20 $ 14.17 $ 11.87 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 Diluted Weighted-average Shares Outstanding Class A common stock 1,898 1,959 1,916 1,973 Class B-1 common stock 3 5 4 5 Class B-2 common stock 53 120 98 120 Class B-3 common stock (1) 34 — 11 — 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. 4 Table of Contents VISA CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 (in millions) Net income $ 5,628 $ 5,272 $ 17,502 $ 14,968 Other comprehensive income (loss): Investment securities: Net unrealized gain (loss) ( 4 ) ( 3 ) ( 13 ) ( 23 ) Income tax effect 1 1 3 5 Defined benefit pension and other postretirement plans: Net unrealized actuarial gain (loss) and prior service credit (cost) — ( 2 ) 3 4 Income tax effect — — — ( 1 ) Reclassification adjustments ( 2 ) ( 4 ) 4 ( 1 ) Income tax effect 1 — — — Derivative instruments: Net unrealized gain (loss) 6 ( 221 ) 41 ( 183 ) Income tax effect 2 38 3 36 Reclassification adjustments 33 40 169 8 Income tax effect ( 8 ) ( 7 ) ( 35 ) ( 4 ) Foreign currency translation adjustments: Translation adjustments ( 177 ) 1,050 ( 411 ) 574 Income tax effect ( 20 ) 144 ( 158 ) 102 Other comprehensive income (loss) ( 168 ) 1,036 ( 394 ) 517 Comprehensive income $ 5,460 $ 6,308 $ 17,108 $ 15,485 See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 5 Table of Contents VISA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) Three Months Ended June 30, 2026 Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated Income Accumulated Other Comprehensive Income (Loss) Total Equity Shares Amount Shares Amount (in millions, except per share data) Balance as of beginning of period 5 $ 528 1,794 $ 22,033 $ ( 44 ) $ 13,122 $ 22 $ 35,661 Net income 5,628 5,628 Other comprehensive income (loss) ( 168 ) ( 168 ) VE territory covered losses ( 80 ) ( 80 ) Recovery through conversion rate adjustments ( 11 ) 13 ( 3 ) ( 1 ) Conversions to class A common stock — (1) ( 3 ) 42 3 — Class B-1 and B-2 common stock exchange offer ( 39 ) — (1) — Share-based compensation 222 222 Stock issued under equity plans — (1) 71 71 Shares withheld for taxes related to stock issued under equity plans — (1) ( 4 ) ( 4 ) Cash dividends declared and paid, at a quarterly amount of $ 0.67 per class A common stock ( 1,273 ) ( 1,273 ) Repurchases of class A common stock ( 14 ) ( 157 ) ( 4,721 ) ( 4,878 ) Balance as of end of period 5 $ 514 1,783 $ 22,168 $ ( 111 ) $ 12,753 $ ( 146 ) $ 35,178 (1) Increase or decrease is less than one million. See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 6 Table of Contents VISA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued) (UNAUDITED) Nine Months Ended June 30, 2026 Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated Income Accumulated Other Comprehensive Income (Loss) Total Equity 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 17,502 17,502 Other comprehensive income (loss) ( 394 ) ( 394 ) VE territory covered losses ( 108 ) ( 108 ) Recovery through conversion rate adjustments ( 120 ) 121 ( 3 ) ( 2 ) Conversions to class A common stock — (2) ( 111 ) 44 111 — Class B-1 and B-2 common stock exchange offer ( 39 ) — (2) — Share-based compensation 728 728 Stock issued under equity plans 4 204 204 Shares withheld for taxes related to stock issued under equity plans ( 1 ) ( 272 ) ( 272 ) Cash dividends declared and paid, at a quarterly amount of $ 0.67 per class A common stock ( 3,852 ) ( 3,852 ) Repurchases of class A common stock ( 50 ) ( 537 ) ( 16,000 ) ( 16,537 ) Balance as of end of period 5 $ 514 (1) 1,783 $ 22,168 $ ( 111 ) $ 12,753 $ ( 146 ) $ 35,178 (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. and Europe Retrospective Responsibility Plans for the book value of series B convertible participating preferred stock (series B preferred stock) and series C convertible participating preferred stock (series C preferred stock). (2) Increase or decrease is less than one million. See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 7 Table of Contents VISA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued) (UNAUDITED) Three Months Ended June 30, 2025 Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated Income Accumulated Other Comprehensive Income (Loss) Total Equity Shares Amount Shares Amount (in millions, except per share data) Balance as of beginning of period 5 $ 880 1,849 $ 21,579 $ ( 120 ) $ 16,518 $ ( 827 ) $ 38,030 Net income 5,272 5,272 Other comprehensive income (loss) 1,036 1,036 VE territory covered losses 2 2 Conversions to class A common stock — (1) ( 9 ) 1 9 — Share-based compensation 223 223 Stock issued under equity plans — (1) 95 95 Shares withheld for taxes related to stock issued under equity plans — (1) ( 12 ) ( 12 ) Cash dividends declared and paid, at a quarterly amount of $ 0.59 per class A common stock ( 1,154 ) ( 1,154 ) Repurchases of class A common stock ( 14 ) ( 148 ) ( 4,680 ) ( 4,828 ) Balance as of end of period 5 $ 871 1,836 $ 21,746 $ ( 118 ) $ 15,956 $ 209 $ 38,664 (1) Increase or decrease is less than one million. See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 8 Table of Contents VISA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued) (UNAUDITED) Nine Months Ended June 30, 2025 Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated Income Accumulated Other Comprehensive Income (Loss) Total Equity 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 14,968 14,968 Other comprehensive income (loss) 517 517 VE territory covered losses ( 22 ) ( 22 ) Recovery through conversion rate adjustments ( 8 ) 8 — Conversions to class A common stock — (2) ( 152 ) 5 152 — Share-based compensation 706 706 Stock issued under equity plans 4 341 341 Shares withheld for taxes related to stock issued under equity plans ( 1 ) ( 254 ) ( 254 ) Cash dividends declared and paid, at a quarterly amount of $ 0.59 per class A common stock ( 3,488 ) ( 3,488 ) Repurchases of class A common stock ( 40 ) ( 428 ) ( 12,813 ) ( 13,241 ) Balance as of end of period 5 $ 871 (1) 1,836 $ 21,746 $ ( 118 ) $ 15,956 $ 209 $ 38,664 (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. and Europe Retrospective Responsibility Plans for the book value of series B and series C preferred stock. (2) Increase or decrease is less than one million. See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 9 Table of Contents VISA CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended June 30, 2026 2025 (in millions) Operating Activities Net income $ 17,502 $ 14,968 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Client incentives 13,194 11,503 Share-based compensation 728 706 Depreciation and amortization 1,026 904 Deferred income taxes ( 638 ) 347 VE territory covered losses ( 108 ) ( 22 ) (Gains) losses on equity investments, net 31 133 Other 16 70 Change in operating assets and liabilities: Settlement receivable 1,761 ( 211 ) Accounts receivable ( 368 ) ( 334 ) Client incentives ( 13,121 ) ( 11,253 ) Other assets ( 832 ) ( 18 ) Accounts payable ( 28 ) ( 14 ) Settlement payable ( 1,436 ) 619 Accrued and other liabilities 373 ( 1,199 ) Accrued litigation ( 1,758 ) 622 Net cash provided by (used in) operating activities 16,342 16,821 Investing Activities Purchases of property, equipment and technology ( 1,178 ) ( 1,093 ) Purchases of investment securities ( 50 ) — Proceeds from maturities and sales of investment securities 1,280 2,468 Acquisitions, net of cash, cash equivalents, restricted cash and restricted cash equivalents acquired ( 705 ) ( 887 ) Purchases of other investments ( 97 ) ( 41 ) Other investing activities ( 5 ) ( 43 ) Net cash provided by (used in) investing activities ( 755 ) 404 Financing Activities Repurchases of class A common stock ( 16,430 ) ( 13,389 ) 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 Taxes paid related to stock issued under equity plans ( 272 ) ( 254 ) Other financing activities ( 116 ) ( 97 ) Net cash provided by (used in) financing activities ( 21,540 ) ( 12,963 ) Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents ( 266 ) 416 Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents ( 6,219 ) 4,678 Cash, cash equivalents, restricted cash and restricted cash equivalents as of beginning of period 24,987 19,763 Cash, cash equivalents, restricted cash and restricted cash equivalents as of end of period $ 18,768 $ 24,441 Supplemental Disclosure Cash paid for income taxes, net (1) $ 4,887 $ 3,587 Interest payments on debt $ 600 $ 539 Accruals related to purchases of property, equipment and technology $ 125 $ 51 (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. 10 Table of Contents VISA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1—Summary of Significant Accounting Policies Organization. Visa Inc., together with its subsidiaries (Visa or the Company), is a global payments technology company that facilitates secure, reliable and efficient global commerce and money movement. Visa provides transaction processing services (primarily authorization, clearing and settlement) among consumers, issuing and acquiring financial institutions and sellers through its electronic payments network, VisaNet. Visa is focused on extending, enhancing and investing in its proprietary advanced transaction processing network, VisaNet, to offer a single connection point for facilitating money movement to multiple endpoints through various form factors and innovative technologies across more than 200 countries and territories. Visa is not a financial institution and does not issue cards, extend credit or set rates and fees for account holders of Visa products. In most cases, account holder and seller relationships belong to, and are managed by, Visa’s financial institution clients. Consolidation and basis of presentation. The accompanying unaudited consolidated financial statements include the accounts of Visa and its consolidated entities and are presented in accordance with accounting principles generally accepted in the United States of America (GAAP). The Company consolidates entities for which it has a controlling financial interest, as well as variable interest entities (VIEs) for which the Company is the primary beneficiary. The Company’s investments in VIEs have not been material to its unaudited consolidated financial statements as of and for the periods presented. Intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements are presented in accordance with the U.S. Securities and Exchange Commission (SEC) requirements for Quarterly Reports on Form 10-Q and, consequently, do not include all of the annual disclosures required by GAAP. Reference should be made to Visa’s Annual Report on Form 10-K for the year ended September 30, 2025 for additional disclosures, including a summary of the Company’s significant accounting policies. In the opinion of management, the accompanying unaudited consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods are not necessarily indicative of results for the full year. Use of estimates. The preparation of the accompanying unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. 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 such changes will be recognized in the period in which they occur. Future actual results could differ materially from these estimates. Recently adopted accounting pronouncement. In November 2025, the Financial Accounting Standards Board issued Accounting Standards Update 2025-09, which includes amendments to more closely align hedge accounting with the economics of an entity’s risk management activities. During the three months ended December 31, 2025, the Company early adopted this standard on a prospective basis. The adoption did not have a material impact on the unaudited consolidated financial statements. Note 2—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. 11 Table of Contents 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 ( 199 ) Other net assets acquired (liabilities assumed) (1) 85 Goodwill 1,034 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 The nature, amount, timing and uncertainty of the Company’s revenue and cash flows and how they are affected by economic factors are most appropriately depicted through the Company’s revenue categories and geographical markets. The following tables disaggregate the Company’s net revenue by revenue category and by geography: Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 (in millions) Service revenue $ 4,922 $ 4,330 $ 14,663 $ 12,937 Data processing revenue 6,042 5,153 17,129 14,599 International transaction revenue 3,853 3,633 11,136 10,366 Other revenue 1,496 1,028 4,030 2,877 Client incentives ( 4,680 ) ( 3,972 ) ( 13,194 ) ( 11,503 ) Net revenue $ 11,633 $ 10,172 $ 33,764 $ 29,276 Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 (in millions) U.S. $ 4,410 $ 3,927 $ 12,892 $ 11,476 International 7,223 6,245 20,872 17,800 Net revenue $ 11,633 $ 10,172 $ 33,764 $ 29,276 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 12 Table of Contents 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 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 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. However, the amount and timing of revenue recognition is affected by several factors, including contract modifications and terminations, which could impact the estimate of amounts allocated to remaining performance obligations and when such revenue could be recognized. Note 4—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported on the consolidated balance sheets that aggregate to the beginning and ending balances shown in the consolidated statements of cash flows as follows: June 30, 2026 September 30, 2025 (in millions) Cash and cash equivalents $ 12,359 $ 17,164 Restricted cash and restricted cash equivalents: U.S. litigation escrow 888 2,990 Customer collateral 4,310 3,625 Prepaid expenses and other current assets 1,211 1,208 Cash, cash equivalents, restricted cash and restricted cash equivalents $ 18,768 $ 24,987 Note 5—U.S. and Europe Retrospective Responsibility Plans U.S. Retrospective Responsibility Plan Under the terms of the U.S. retrospective responsibility plan, the Company maintains an escrow account from which settlements of, or judgments in, certain litigation (U.S. covered litigation) are paid. The accrual related to the U.S. covered litigation could be either higher or lower than the U.S. litigation escrow account balance. See Note 16—Legal Matters . The following table presents the changes in the U.S. litigation escrow account: Nine Months Ended June 30, 2026 2025 (in millions) Balance as of beginning of period $ 2,990 $ 3,089 Deposits into the U.S. litigation escrow account 875 375 Payments to opt-out and injunctive relief class merchants (1) , net of interest earned on escrow funds ( 2,977 ) ( 768 ) Balance as of end of period $ 888 $ 2,696 (1) These payments are associated with the interchange multidistrict litigation. See Note 16—Legal Matters . 13 Table of Contents Europe Retrospective Responsibility Plan Visa Inc., Visa International and Visa Europe are parties to certain existing and potential litigation relating to the setting of multilateral interchange fee rates in the Visa Europe territory (VE territory covered litigation). Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover certain losses resulting from VE territory covered litigation (VE territory covered losses) through periodic adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock. VE territory covered losses are recorded in stockholders’ equity in the contra-equity account right to recover for covered losses before the corresponding adjustment to the applicable conversion rate is effected. Adjustments to the conversion rate may be executed once in any six-month period unless a single, individual loss greater than € 20 million is incurred, in which case, the six-month limitation does not apply. 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, or against accumulated income once the book value of the preferred stock has been reduced to zero. The following tables present the activities in the preferred stock and right to recover for covered losses within stockholders’ equity: Nine Months Ended June 30, 2026 Preferred Stock Right to Recover for Covered Losses Series B Series C (in millions) Balance as of beginning of period $ 67 $ 165 $ ( 124 ) VE territory covered losses (1) — — ( 108 ) Recovery through conversion rate adjustments (2) ( 67 ) (3) ( 53 ) 121 Balance as of end of period $ — $ 112 $ ( 111 ) Nine Months Ended June 30, 2025 Preferred Stock Right to Recover for Covered Losses Series B Series C (in millions) Balance as of beginning of period $ 104 $ 387 $ ( 104 ) VE territory covered losses (1) — — ( 22 ) Recovery through conversion rate adjustments ( 5 ) ( 3 ) 8 Balance as of end of period $ 99 $ 384 $ ( 118 ) (1) VE territory covered losses reflect litigation provision for settlements with merchants and additional legal costs. See Note 16—Legal Matters . (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. 14 Table of Contents The following table presents the as-converted value of the preferred stock available to recover VE territory covered losses compared to the book value of preferred stock recorded within the Company’s consolidated balance sheets: June 30, 2026 September 30, 2025 As-converted Value (1),(2) Book Value As-converted Value (1),(3) Book Value (in millions) Series B preferred stock $ 496 $ — $ 566 $ 67 Series C preferred stock 773 112 823 165 Total 1,269 112 1,389 232 Less: right to recover for covered losses ( 111 ) ( 111 ) ( 124 ) ( 124 ) Total recovery for covered losses available $ 1,158 $ 1 $ 1,265 $ 108 (1) Figures in the table may not recalculate exactly due to rounding. As-converted value is based on unrounded numbers. (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; (b) 0.5830 and 0.7140 , the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $ 343.09 , Visa’s class A common stock closing stock price. (3) As of September 30, 2025, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b) 0.6690 and 0.7640 , the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $ 341.38 , Visa’s class A common stock closing stock price. Note 6—Fair Value Measurements and Investments Assets and Liabilities Measured at Fair Value on a Recurring Basis Fair Value Measurements Using Inputs Considered as Level 1 Level 2 June 30, 2026 September 30, 2025 June 30, 2026 September 30, 2025 (in millions) Assets Cash equivalents and restricted cash equivalents: Money market funds $ 8,284 $ 13,760 $ — $ — Investment securities: Marketable equity securities 446 411 — — U.S. government-sponsored debt securities — — 79 305 U.S. Treasury securities 1,058 2,116 — — Other current and non-current assets: Money market funds 33 28 — — Derivative instruments — — 186 62 Total $ 9,821 $ 16,315 $ 265 $ 367 Liabilities Accrued compensation and benefits: Deferred compensation liability $ 297 $ 268 $ — $ — Accrued and other liabilities: Derivative instruments — — 234 319 Total $ 297 $ 268 $ 234 $ 319 Level 1 assets and liabilities. 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 15 Table of Contents 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. Level 2 assets and liabilities. The fair value of U.S. government-sponsored debt securities, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. Derivative instruments are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data. U.S. Government-sponsored Debt Securities and U.S. Treasury Securities The amortized cost, gross unrealized gains and losses and fair value of debt securities were as follows: June 30, 2026 Amortized Cost Gross Unrealized Fair Value Gains Losses (in millions) U.S. government-sponsored debt securities $ 79 $ — $ — $ 79 U.S. Treasury securities 1,055 3 — 1,058 Total $ 1,134 $ 3 $ — $ 1,137 September 30, 2025 Amortized Cost Gross Unrealized Fair Value Gains Losses (in millions) U.S. government-sponsored debt securities $ 304 $ 1 $ — $ 305 U.S. Treasury securities 2,101 15 — 2,116 Total $ 2,405 $ 16 $ — $ 2,421 The stated maturities of debt securities were as follows: June 30, 2026 (in millions) Due within one year $ 1,137 Due after one year through five years — Total $ 1,137 Equity Securities Fair value measurement alternative. The Company’s investments in privately held companies do not have readily determinable fair values. These investments are measured at fair value on a non-recurring basis and are classified as Level 3 due to the absence of quoted market prices, the inherent lack of liquidity and the fact that significant inputs used to measure fair value are unobservable and require management’s judgment. 16 Table of Contents The following table summarizes the Company’s non-marketable equity securities held as of period end that were accounted for using the fair value measurement alternative: June 30, 2026 September 30, 2025 (in millions) Initial cost basis $ 717 $ 711 Adjustments: Upward adjustments 580 564 Downward adjustments, including impairment ( 219 ) ( 219 ) Carrying amount $ 1,078 $ 1,056 Unrealized gains and losses of the Company’s non-marketable equity securities held as of period end that were accounted for using the fair value measurement alternative were as follows: Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 (in millions) Upward adjustments $ 6 $ 4 $ 16 $ 11 Downward adjustments, including impairment $ — $ ( 2 ) $ — $ ( 51 ) Other Fair Value Disclosures 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 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. Non-financial assets. Certain non-financial assets such as goodwill, intangible assets and property, equipment and technology are subject to non-recurring fair value measurements if they are deemed to be impaired. 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 June 30, 2026 . Note 7—Leases 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. 17 Table of Contents Note 8—Debt The Company had outstanding debt as follows: June 30, 2026 September 30, 2025 Effective Interest Rate (1) (in millions, except percentages) Commercial paper (2) $ 1,500 $ — U.S. dollar notes 3.15 % Senior Notes due December 2025 — 4,000 3.26 % 1.90 % Senior Notes due April 2027 1,500 1,500 2.02 % 0.75 % Senior Notes due August 2027 500 500 0.84 % 2.75 % Senior Notes due September 2027 750 750 2.91 % 3.80 % Senior Notes due February 2029 900 — 3.99 % 2.05 % Senior Notes due April 2030 1,500 1,500 2.13 % 4.10 % Senior Notes due February 2031 750 — 4.23 % 1.10 % Senior Notes due February 2031 1,000 1,000 1.20 % 4.40 % Senior Notes due February 2033 700 — 4.54 % 4.15 % Senior Notes due December 2035 1,500 1,500 4.23 % 4.70 % Senior Notes due February 2036 650 — 4.79 % 2.70 % Senior Notes due April 2040 1,000 1,000 2.80 % 4.30 % Senior Notes due December 2045 3,500 3,500 4.37 % 3.65 % Senior Notes due September 2047 750 750 3.73 % 2.00 % Senior Notes due August 2050 1,750 1,750 2.09 % Euro notes 1.50 % Senior Notes due June 2026 — 1,587 1.71 % 2.25 % Senior Notes due May 2028 1,428 1,470 2.57 % 2.00 % Senior Notes due June 2029 1,142 1,176 2.13 % 3.125 % Senior Notes due May 2033 1,142 1,176 3.20 % 2.375 % Senior Notes due June 2034 742 764 2.53 % 3.50 % Senior Notes due May 2037 742 764 3.62 % 3.875 % Senior Notes due May 2044 685 705 4.02 % Total debt 24,131 25,392 Unamortized discounts and debt issuance costs ( 165 ) ( 171 ) Hedge accounting fair value adjustments (3) ( 108 ) ( 50 ) Total carrying value of debt $ 23,858 $ 25,171 Reported as: Current maturities of debt $ 2,996 $ 5,569 Long-term debt 20,862 19,602 Total carrying value of debt $ 23,858 $ 25,171 (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. 18 Table of Contents Senior Notes 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 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 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 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. 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 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. Historically, the Company has experienced minimal losses as a result of its settlement risk guarantee. However, the Company’s future obligations, which could be material under its guarantees, are not determinable as they are dependent upon future events. The Company’s settlement exposure is limited to the amount of unsettled Visa payment transactions at any point in time, which vary significantly day to day. For the nine months ended June 30, 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 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 The Company’s activities are interrelated, and each activity is dependent upon and supportive of the other. All significant operating decisions are based on analysis of Visa as a single global business. The Company has one reportable segment, Payment Services. The Company’s chief operating decision maker (CODM) is the Chief Executive Officer, who uses consolidated net income in assessing performance and allocating resources. This profitability measure is used in the annual budgeting process, and to monitor current-period performance against budget and prior-period results in order to make key operating decisions. The CODM does not evaluate segment performance using asset information. Significant expenses that are regularly provided to the CODM for the Company’s one reportable segment are presented on the consolidated statements of operations and are included within the reported measure of consolidated net income. 19 Table of Contents Note 11—Stockholders’ Equity As-converted class A common stock. The number of shares outstanding and the number of shares of class A common stock on an as-converted basis were as follows: June 30, 2026 September 30, 2025 Shares Outstanding Conversion Rate Into Class A Common Stock As-converted Class A Common Stock (1) Shares Outstanding Conversion Rate Into Class A Common Stock As-converted Class A Common Stock (1) (in millions, except conversion rate) Series A preferred stock — (2) 100.0000 7 — (2) 100.0000 8 Series B preferred stock 2 0.5830 1 2 0.6690 2 Series C preferred stock 3 0.7140 2 3 0.7640 2 Class A common stock 1,702 — 1,702 1,691 — 1,691 Class B-1 common stock 2 1.5445 (3) 3 5 1.5549 (3) 8 Class B-2 common stock — (2) 1.5014 (3) 1 120 1.5223 (3) 183 Class B-3 common stock 61 1.4953 (3) 91 — (4) — — Class C common stock 18 4.0000 73 9 4.0000 36 Total 1,880 1,930 (1) Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers. (2) The number of shares outstanding was less than one million. (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, B-2 and B-3 common stock after deposits into the U.S. litigation escrow account under the U.S. retrospective responsibility plan: Nine Months Ended June 30, 2026 2025 (in millions, except per share data) Reduction in equivalent number of class A common stock 3 1 Effective price per share (1) $ 341.73 $ 346.79 Deposits into the U.S. litigation escrow account $ 875 $ 375 (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. 20 Table of Contents 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: Nine Months Ended June 30, 2026 Nine Months Ended June 30, 2025 Series B Series C Series B Series C (in millions, except per share data) Reduction in equivalent number of class A common stock — (1) — (1) — (1) — (1) Effective price per share (2) $ 329.55 $ 330.40 $ 312.39 $ 312.39 Recovery through conversion rate adjustments $ 70 $ 53 $ 5 $ 3 (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. Common stock repurchases. The following table presents share repurchases in the open market: Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 (in millions, except per share data) Shares repurchased in the open market (1) 14 14 50 40 Average repurchase cost per share (2) $ 330.71 $ 349.24 $ 328.29 $ 330.39 Total cost (2) $ 4,878 $ 4,828 $ 16,537 $ 13,241 (1) Shares repurchased in the open market are retired and constitute authorized but unissued shares. (2) Figures in the table may not recalculate exactly due to rounding. Average repurchase cost per share and total cost are calculated based on unrounded numbers and include applicable taxes. 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. 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. Dividends. 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 . 21 Table of Contents Note 12—Earnings Per Share The following tables present earnings per share: Three Months Ended June 30, 2026 Basic Earnings Per Share Diluted Earnings Per Share Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) (in millions, except per share data) Class A common stock $ 4,966 1,673 $ 2.97 $ 5,628 (3) 1,898 (3) $ 2.97 Class B-1 common stock 15 3 $ 4.59 $ 15 3 $ 4.59 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 Participating securities 45 Not presented Not presented $ 45 Not presented Not presented Net income $ 5,628 Nine Months Ended June 30, 2026 Basic Earnings Per Share Diluted Earnings Per Share Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) (in millions, except per share data) Class A common stock $ 15,348 1,678 $ 9.15 $ 17,502 (3) 1,916 (3) $ 9.14 Class B-1 common stock 62 4 $ 14.18 $ 61 4 $ 14.17 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 Participating securities 145 Not presented Not presented $ 145 Not presented Not presented Net income $ 17,502 Three Months Ended June 30, 2025 Basic Earnings Per Share Diluted Earnings Per Share Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) (in millions, except per share data) Class A common stock $ 4,605 1,709 $ 2.69 $ 5,272 (3) 1,959 (3) $ 2.69 Class B-1 common stock 20 5 $ 4.21 $ 20 5 $ 4.20 Class B-2 common stock 497 120 $ 4.13 $ 497 120 $ 4.13 Class C common stock 97 9 $ 10.78 $ 97 9 $ 10.77 Participating securities 53 Not presented Not presented $ 53 Not presented Not presented Net income $ 5,272 22 Table of Contents Nine Months Ended June 30, 2025 Basic Earnings Per Share Diluted Earnings Per Share Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) (in millions, except per share data) Class A common stock $ 13,067 1,720 $ 7.60 $ 14,968 (3) 1,973 (3) $ 7.59 Class B-1 common stock 57 5 $ 11.88 $ 57 5 $ 11.87 Class B-2 common stock 1,408 120 $ 11.70 $ 1,406 120 $ 11.69 Class C common stock 280 9 $ 30.39 $ 280 9 $ 30.35 Participating securities 156 Not presented Not presented $ 156 Not presented Not presented Net income $ 14,968 (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) Figures in the table may not recalculate exactly due to rounding. 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 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 June 30, Nine Months Ended June 30, 2026 2025 2026 2025 (in millions) Class B-1 common stock 5 8 7 8 Class B-2 common stock 80 185 148 185 Class B-3 common stock (1) 51 — 17 — 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 nine months ended June 30, 2026: Granted Weighted-Average Grant Date Fair Value Weighted-Average Exercise Price Non-qualified stock options 714,321 $ 76.23 $ 324.13 Restricted stock units 2,629,355 $ 324.47 Performance shares (1) 381,324 $ 344.15 (1) Represents the maximum number of performance shares which could be earned. 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. 23 Table of Contents 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 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 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 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; and • 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 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. federal, state and foreign taxing authorities. The timing and outcome of the final resolutions of the various ongoing income tax examinations and refund claims are uncertain. Note 16—Legal Matters The Company is a party to various legal and regulatory proceedings. Some of these proceedings involve complex claims that are subject to substantial uncertainties and unascertainable damages. For those proceedings where a loss is determined to be only reasonably possible or probable but not estimable, the Company has disclosed the nature of the claim. Additionally, unless otherwise disclosed below with respect to these proceedings, the Company cannot provide an estimate of the possible loss or range of loss. Although the Company believes that it has strong defenses for the litigation and regulatory proceedings described below, it could, in the future, incur judgments or fines or enter into settlements of claims that could have a material adverse effect on the Company’s financial position, results of operations or cash flows. From time to time, the Company may engage in settlement discussions or mediations with respect to one or more of its outstanding litigation matters, either on its own behalf or collectively with other parties. The litigation accrual is an estimate and is based on management’s understanding of its litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management’s best estimate of incurred loss as of the balance sheet date. 24 Table of Contents The following table summarizes the activity related to accrued litigation: Nine Months Ended June 30, 2026 2025 (in millions) Balance as of beginning of period $ 3,033 $ 1,727 Provision for uncovered legal matters 159 114 Provision for covered legal matters 1,224 1,564 Payments for legal matters ( 3,142 ) ( 1,053 ) Balance as of end of period $ 1,274 $ 2,352 Accrual Summary—U.S. Covered Litigation Visa Inc., Visa U.S.A. and Visa International are parties to certain legal proceedings that are covered by the U.S. retrospective responsibility plan, which the Company refers to as the U.S. covered litigation. An accrual for the U.S. covered litigation and a charge to the litigation provision are recorded when a loss is deemed to be probable and reasonably estimable. In making this determination, the Company evaluates available information, including but not limited to actions taken by the Company’s litigation committee. The total accrual related to the U.S. covered litigation could be either higher or lower than the escrow account balance. See further discussion below under U.S. Covered Litigation and Note 5—U.S. and Europe Retrospective Responsibility Plans. The following table summarizes the accrual activity related to U.S. covered litigation: Nine Months Ended June 30, 2026 2025 (in millions) Balance as of beginning of period $ 2,698 $ 1,537 Provision for interchange multidistrict litigation 1,131 1,545 Payments for U.S. covered litigation ( 3,007 ) ( 827 ) Balance as of end of period $ 822 $ 2,255 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. The accrual balance is consistent with the Company’s best estimate of its share of a probable and reasonably estimable loss with respect to the U.S. covered litigation. While this estimate is consistent with the Company’s view of the current status of the litigation, the probable and reasonably estimable loss or range of such loss could materially vary based on developments in the litigation. The Company will continue to consider and reevaluate this estimate in light of the substantial uncertainties with respect to the litigation. The Company is unable to estimate a potential loss or range of loss, if any, at trial if negotiated resolutions cannot be reached. Accrual Summary—VE Territory Covered Litigation Visa Inc., Visa International and Visa Europe are parties to certain legal proceedings that are covered by the Europe retrospective responsibility plan. Unlike the U.S. retrospective responsibility plan, the Europe retrospective responsibility plan does not have an escrow account that is used to fund settlements or judgments. The Company is entitled to recover VE territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock. An accrual for the VE territory covered losses and a reduction to stockholders’ equity will be recorded when the loss is deemed to be probable and reasonably estimable. See further discussion below under VE Territory Covered Litigation and Note 5—U.S. and Europe Retrospective Responsibility Plans . 25 Table of Contents The following table summarizes the accrual activity related to VE territory covered litigation: Nine Months Ended June 30, 2026 2025 (in millions) Balance as of beginning of period $ 9 $ 72 Provision for VE territory covered litigation 93 19 Payments for VE territory covered litigation ( 13 ) ( 85 ) Balance as of end of period $ 89 $ 6 U.S. Covered Litigation Interchange Multidistrict Litigation (MDL) - Class Actions On November 10, 2025, Visa and Mastercard entered into a superseding and amended settlement agreement to resolve the Injunctive Relief Class claims and the Injunctive Relief Class plaintiffs filed a motion for preliminary approval of the settlement, which was granted on June 9, 2026. 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 Visa has reached settlements with a number of merchants representing approximately 95 % 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. 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 26 Table of Contents 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 U.S. Debit Class Actions On February 27, 2026, merchants and cardholders filed further amended consolidated complaints, both of which added several putative class representatives. U.S. Securities Class Action 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, which was granted without leave to amend on June 29, 2026. Debit Surcharge Class Action On December 12, 2025, the court granted Visa’s motion to dismiss the amended complaint without further leave to amend. Plaintiff appealed but subsequently dismissed its appeal. U.S. ATM Access Fee Litigation 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, which was granted on April 28, 2026. MiCamp Solutions On December 11, 2025, the court granted Visa’s motion to dismiss and dismissed plaintiffs’ case without further leave to amend. German ATM Litigation 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 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. 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. 27 Table of Contents 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 . 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. 28 Table of C o n t e n t s