VISA INC. 8-K

What Happened Visa Inc. announced on December 30, 2025 (effective December 23, 2025) that it deposited $500 million into its U.S. litigation escrow under its retrospective responsibility plan and adjusted the conversion rates for its Class B‑1 and Class B‑2 common stock. The Class B‑1 conversion rate decreased from 1.5549 to 1.5491 and the Class B‑2 conversion rate decreased from 1.5223 to 1.5108. The company says these conversion-rate changes have the same effect on earnings per share (EPS) as repurchasing Class A common stock.

Key Details

• Deposit: $500,000,000 deposited into the U.S. litigation escrow on December 23, 2025.
• Conversion rate changes (effective Dec 23, 2025):
  • Class B‑1: 1.5549 → 1.5491
  • Class B‑2: 1.5223 → 1.5108
• As‑converted share count reductions:
  • Class B‑1 down by ~27,782 (from 7,518,496 to 7,490,714)
  • Class B‑2 down by ~1,382,832 (from 183,187,821 to 181,804,989)
• Calculations used the company’s certificate of incorporation methodology and the volume‑weighted average price (VWAP) over the 3‑day period Dec 23–26, 2025. Filing signed by CFO Chris Suh on Dec 30, 2025.

Why It Matters

• The conversion-rate adjustments reduce the as‑converted share count, which the company says is equivalent to a share repurchase for EPS purposes—potentially improving EPS metrics without an open‑market buyback.
• Investors tracking share count, dilution and EPS should note these mechanical changes tied to the escrow deposit and the Plan; they are technical but can affect per‑share results and share‑count denominators used in reported metrics.
• This item was disclosed as an “Other Event” (8‑K Item 8.01) and reflects a balance‑sheet/legal‑reserve action (escrow deposit) that triggered the conversion mechanics in Visa’s corporate charter.