V 8-K — Smart Summary
81% reductionOn May 11, 2026, Visa announced the expiration and results of its Exchange Offer for Class B-1 and Class B-2 common stock, which expired on May 8, 2026. The offer allowed holders of Class B common stock to exchange their shares for a combination of Class B-3 common stock, Class C common stock, and cash in lieu of fractional shares. Visa accepted approximately 98% of outstanding Class B-1 and B-2 shares tendered in the exchange.
Item 7.01 — Regulation FD Disclosure
Item 7.01
- The Exchange Offer expired on May 8, 2026.
- Visa accepted approximately 2.7 million shares of Class B-1 common stock and approximately 119.8 million shares of Class B-2 common stock tendered in the Exchange Offer.
- In exchange, Visa will issue approximately 60.6 million shares of Class B-3 common stock and approximately 23.3 million shares of Class C common stock.
- Cash will be paid in lieu of fractional shares based on the reported closing Class A common stock price on the NYSE as of the expiration date of $318.79.
- The accepted stock represents approximately 98% of outstanding Class B-1 and B-2 shares, comprising approximately 55% of outstanding Class B-1 shares and over 99% of outstanding Class B-2 shares.
- Settlement of the exchange will be made promptly following the announcement.
- As of the expiration date, the applicable Conversion Rate for Class B-1 common stock was 1.5475 shares of Class A common stock, for Class B-2 common stock was 1.5075 shares of Class A common stock, and for Class C common stock was 4 shares of Class A common stock.
- Equiniti Trust Company, LLC served as exchange agent and Sodali & Co. served as information agent for the Exchange Offer.
- Stockholders may contact the Information Agent toll-free at (800) 662-5200, or banks and brokers at (203) 658-9400.
§ MORE SUMMARIES
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