VISA INC. 8-K

What Happened

• Visa Inc. announced on December 23, 2025 that it authorized a $500 million deposit into the company’s U.S. litigation escrow account established under its U.S. retrospective responsibility plan. The company filed this disclosure on Form 8-K (Item 8.01).
• The filing states that when the Company funds the escrow under the Plan, the conversion rates of Class B-1 and Class B-2 common stock into Class A common stock are adjusted downward. The company says those adjustments have the same effect on earnings per share as repurchasing Class A common stock.

Key Details

• Deposit amount: $500,000,000 authorized on December 23, 2025.
• Affected shares: Class B-1 and Class B-2 common stock (held predominantly by U.S. financial institutions and their affiliates/successors).
• Effect: Downward adjustments to B‑to‑A conversion rates, described as having the same impact on EPS as a Class A share repurchase.
• Governance: Deposit and conversion-rate adjustments will be conducted in accordance with Visa’s certificate of incorporation. Filing signed by CFO Chris Suh.

Why It Matters

• For investors, the mechanics change the mix of outstanding economic interest: lowering B‑to‑A conversion rates reduces the potential number of Class A shares that could result from conversion, which the company says is equivalent to a share repurchase in its effect on earnings per share (EPS).
• This action can support reported EPS by reducing the dilutive effect of potential conversions, and it directly affects holders of Class B-1 and B-2 shares (primarily U.S. financial institutions). The filing is an “Other Events” disclosure (Item 8.01) and does not include additional financial results or forecasts.