VISA INC. 8-K

What Happened
Visa Inc. announced it settled its previously disclosed exchange offer for outstanding Class B-1 and Class B-2 common stock on May 12, 2026, pursuant to the prospectus dated April 13, 2026. In connection with the settlement, Visa entered into Makewhole Agreements (effective May 11, 2026) with holders of Class B-1 and Class B-2 shares that were accepted in the exchange offer (and, where applicable, their parent guarantors). Participating holders received Class B-3 and Class C common stock in the exchange.

Key Details

• Makewhole Agreements require a participating holder, after the value of the Class B-3 shares it received is depleted by downward conversion-rate adjustments, to reimburse Visa in cash for the portion of any future deposit into the U.S. covered litigation escrow account that would otherwise have been absorbed by that holder via conversion-rate reductions.
• Transfer restrictions on Class C shares received in the exchange: a participating holder may transfer up to one-third of its Class C shares prior to June 25, 2026, and up to two-thirds prior to August 9, 2026.
• Makewhole Agreements are effective May 11, 2026 and the exchange offer settlement occurred May 12, 2026. The form of the Makewhole Agreement was filed as Exhibit 10.1 to the 8-K.

Why It Matters
These agreements create a potential contingent cash exposure for Visa: if participating holders’ Class B-3 shares are devalued by future conversion adjustments and litigation escrow deposits occur, Visa may be reimbursed by those holders — or conversely, holders may owe cash to Visa depending on future events. The staged transfer limits on Class C shares restrict near-term liquidity for those holders, which could affect share turnover. This filing is a corporate-structure and contractual update, not an earnings report; investors should review the filed Makewhole Agreement (Exhibit 10.1) for full terms.