VISA INC. 8-K

What Happened
On February 13, 2026, Visa Inc. announced its Board has authorized the company to proceed with a successive exchange offer for outstanding Class B common stock as soon as the conditions in its December 7, 2023 proxy statement are met and subject to SEC review and other factors. One condition (the one‑year timing requirement) has been met; the other condition requires the estimated interchange reimbursement fees at issue in unresolved U.S. litigation to be reduced by 50% or more from the October 1, 2023 level. Visa reported those fees were approximately $49.6 billion as of October 1, 2023 and approximately $39.4 billion as of October 1, 2025, and said it expects further dismissals (including anticipated dismissals in the 7‑Eleven case) to bring the figure below the 50% threshold. If the company proceeds, it expects to file a Form S‑4 and offer holders of Class B‑1 and B‑2 shares the option to exchange for a mix of restricted Class B‑3 stock and freely transferable Class C stock. The announcement is not an offer.

Key Details

• Filing date: 8‑K filed February 13, 2026; proxy statement originally filed December 7, 2023.
• Litigation figures: estimated interchange reimbursement fees at issue were ~$49.6B (10/1/2023) and ~$39.4B (10/1/2025).
• Planned paperwork and terms: Visa expects to file a Form S‑4 describing the exchange offer; exchanges would be for Class B‑3 (transfer‑restricted) and Class C (freely transferable) shares.
• Conditions & timing: Offer depends on the litigation reduction condition, SEC review of the registration statement, market conditions, and other factors; the company emphasized it is not yet making an offer.

Why It Matters
This matters to holders of Visa’s Class B shares because a successful exchange could increase the proportion of freely tradable Class C shares and change holders’ transferability and potential liquidity. The timing and occurrence of the exchange hinge on litigation outcomes and SEC review, so investors should watch forthcoming SEC filings (the Form S‑4 and any prospectus) and related litigation developments for concrete terms and timing.