VVISA INC.
8-K7.019.01

May 11, 2026

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V 8-K — Smart Summary

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On 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 7.01Regulation 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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