V 8-K — Smart Summary

On May 12, 2026, Visa Inc. settled its previously announced Exchange Offer for all outstanding shares of its Class B-1 and Class B-2 common stock, and in connection therewith entered into Makewhole Agreements, effective May 11, 2026, with participating holders (and their parent guarantors) of the Class B-1 and Class B-2 common stock accepted in the Exchange Offer.

• Makewhole Agreements — Between Visa Inc. and holders of Class B-1 and/or Class B-2 common stock accepted in the Exchange Offer, and where applicable such holders' respective parent guarantors; effective May 11, 2026; each participating holder is obligated, after the value of the Class B-3 common stock received in the Exchange Offer has been depleted through downward conversion rate adjustments, to reimburse Visa in cash for the portion of any future deposit into the U.S. covered litigation escrow account that, but for the holder's participation in the Exchange Offer, would have been absorbed by such holder through downward adjustments to the conversion rate of the Class B-1 or Class B-2 common stock tendered; agreements also govern staged transfer restrictions on Class C common stock received in the Exchange Offer; governed by New York law; disputes resolved by arbitration under CPR Rules for Non-Administered Arbitration in New York, New York

• Staged transfer restriction — one-third limit — A participating holder may only transfer up to one-third of its Class C common stock received in the Exchange Offer prior to 45 days after the Class B-X Exchange Offer Acceptance Date (i.e., prior to June 25, 2026)
• Staged transfer restriction — two-thirds limit — A participating holder may only transfer up to two-thirds of its Class C common stock received in the Exchange Offer prior to 90 days after the Class B-X Exchange Offer Acceptance Date (i.e., prior to August 9, 2026)
• Parent guarantor joinder — Any person becoming a beneficial owner of more than 50% of the holder's or any parent guarantor's equity interest after the effective date must promptly execute and deliver a counterpart of the Makewhole Agreement as a parent guarantor
• Successor assumption — Any entity that acquires or succeeds to all or substantially all of the business or assets of the holder or a parent guarantor through merger, asset purchase, reorganization, or other transaction must assume the obligations of such party under the agreement on a joint and several basis pursuant to a written agreement in form and substance reasonably satisfactory to Visa

• Makewhole Amount payment obligation — Each participating holder must pay Visa in cash, within 30 days after written demand, an amount per share of Class B-Y common stock equal to the product of two (or four, for Class B-1 for Class B-3 exchanges) multiplied by the decrease in the Class A conversion rate multiplied by the applicable Loss Funds Cost Per Share or net proceeds per Loss Share, as applicable; obligation arises only after the Class B-Y conversion rate is reduced to zero or below
• Overpayment refund — If the holder has previously paid a Makewhole Amount and conditions are met at or following the Escrow Termination Date, Visa must pay the holder in cash no later than 120 days after the Escrow Termination Date an amount calculated using the same multiplier formula applied to any upward conversion rate adjustment, multiplied by the Price Per Share used in the applicable Applicable Conversion Rate calculation
• Overdue Amount interest — Unpaid amounts not paid within 30 days of written demand accrue interest at the highest U.S. prime rate published in the Wall Street Journal during the period beginning 30 days after receipt of written demand through the date of payment
• U.S. covered litigation interchange at issue — Estimated interchange reimbursement fees at issue in unresolved claims for damages in the U.S. covered litigation was $17.4 billion as of May 11, 2026

• The estimated interchange reimbursement fees at issue in unresolved claims for damages in the U.S. covered litigation was $17.4 billion as of May 11, 2026
• This figure excludes interchange reimbursement fees attributable to claims in certain purported indirect purchaser class actions or any opt outs that have not asserted a claim for damages
• The interchange at issue for unresolved claims will continue to increase
• Under the Makewhole Agreements, each participating holder must reimburse Visa in cash for the portion of any future deposit into the U.S. covered litigation escrow account that would have been absorbed by such holder through downward conversion rate adjustments on tendered Class B-1 or Class B-2 shares

• Visa settled its exchange offer for any and all outstanding shares of Class B-1 and Class B-2 common stock on May 12, 2026, per a prospectus dated April 13, 2026
• Makewhole Agreements were entered into effective May 11, 2026 with accepting holders and, where applicable, their respective parent guarantors
• Participating holders may transfer only up to one-third of their Class C common stock received in the exchange prior to June 25, 2026, and only up to two-thirds prior to August 9, 2026
• Makewhole Amounts are payable in cash within 30 days after written demand from Visa and become Visa's unrestricted property (not deposited into escrow)
• Overpayment refunds by Visa to holders are payable no later than 120 days after the Escrow Termination Date if applicable conditions are met