VISA INC. 8-K

What Happened Visa Inc. announced on June 24, 2026 that it deposited $250 million into its U.S. litigation escrow account under its U.S. retrospective responsibility plan. That deposit triggered downward adjustments to the conversion rates of the Company’s class B-1, B-2 and B-3 common stock into class A common stock, effective June 25, 2026. The company says those conversion-rate changes have the same effect on earnings per share as repurchasing class A common stock.

Key Details

• Deposit: $250,000,000 into U.S. litigation escrow (authorized June 24, 2026).
• Conversion rate changes (effective June 25, 2026):
  • Class B-1: from 1.5475 to 1.5445
  • Class B-2: from 1.5075 to 1.5014
  • Class B-3: from 1.5075 to 1.4953
• As‑converted share count reductions:
  • B-1: decreased ~6,658 shares (3,373,814 → 3,367,156)
  • B-2: decreased ~2,973 shares (733,661 → 730,688)
  • B-3: decreased ~740,184 shares (91,340,149 → 90,599,965)
• Calculations used the volume‑weighted average price over the two‑day period June 24–25, 2026 and were done per the company’s certificate of incorporation. Report filed June 26, 2026; signed by CFO Chris Suh.

Why It Matters This is a capital-management action that reduces Visa’s as‑converted share count (and therefore can improve reported EPS) without an actual open‑market share repurchase. The adjustments are tied to the company’s litigation funding obligations under its plan, so investors should view this as a non-operating financing event that affects diluted share counts and EPS math rather than a change to core business performance.