Visa Inc. Funds $405M U.S. Litigation Escrow; Adjusts Class B Conversion Rates

What Happened
Visa Inc. announced it authorized a $405 million deposit into its U.S. litigation escrow account under its U.S. retrospective responsibility plan, effective September 18, 2026. As required by the Plan and the company’s certificate of incorporation, this funding triggered downward adjustments to the conversion rates of Class B-1, B-2 and B-3 common stock into Class A common stock, which reduces the as‑converted Class B share counts and has the same effect on earnings per share as repurchasing Class A common stock. The calculations used the volume-weighted average price over the three-day pricing period from September 18, 2026 through September 22, 2026. The 8‑K was signed by CFO Chris Suh on September 23, 2026.

Key Details

• Deposit: $405,000,000 into the U.S. litigation escrow (authorized Sept 18, 2026).
• Conversion rate changes (effective Sept 18, 2026):
  • Class B-1: 1.5445 → 1.5400
  • Class B-2: 1.5014 → 1.4924
  • Class B-3: 1.4953 → 1.4773
• As-converted share count reductions:
  • B-1 reduced by ~9,804 (from 3,367,156 to 3,357,351)
  • B-2 reduced by ~4,377 (from 730,688 to 726,311)
  • B-3 reduced by ~1,089,926 (from 90,599,965 to 89,510,039)
• Calculation basis: volume-weighted average price over the stated three-day pricing period per the company’s certificate of incorporation.

Why It Matters
This action funds litigation-related liabilities and automatically adjusts Class B conversion economics under Visa’s governance rules. The conversion-rate changes reduce the as-converted share count by roughly 1.10 million shares in total, which is economically similar to a modest share repurchase in its effect on EPS. Investors should note the deposit relates to litigation escrow funding and that the adjustments primarily affect holders of Class B shares (predominantly U.S. financial institutions and their affiliates), while altering reported as‑converted share counts used in EPS calculations.