Visa Inc. Reports Unregistered Equity Sales

TL;DR

VISA sold unregistered equity, check the notes.

AI Summary

On August 8, 2025, Visa Inc. filed an 8-K report detailing unregistered sales of equity securities. The filing indicates various note series, including A2026, A2028, A2029, A2033, A2034, and A2037, were involved in these transactions.

Why It Matters

This filing informs investors about potential dilution or changes in the equity structure due to unregistered sales, which can impact share value.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes indicate a need for capital or other financial maneuvers that may carry inherent risks.

Key Players & Entities

• Visa Inc. (company) — Registrant
• August 8, 2025 (date) — Date of Report
• A2026 Notes (dollar_amount) — Note Series
• A2028 Notes (dollar_amount) — Note Series
• A2029 Notes (dollar_amount) — Note Series
• A2033 Notes (dollar_amount) — Note Series
• A2034 Notes (dollar_amount) — Note Series
• A2037 Notes (dollar_amount) — Note Series

FAQ

Key Financial Figures

• $0.0001 — stered Class A Common Stock, par value $0.0001 per share V New York Stock Exchange 1.
• $1.4 billion — nced that it will release approximately $1.4 billion from its Series B and Series C Converti
• $287 m — erage Reduction Amount of approximately $287 million, which will result in a Conversio
• $1.1 b — erage Reduction Amount of approximately $1.1 billion, which will result in a Conversio

Filing Documents

• v-20250808.htm (8-K) — 43KB
• v-20250808_g1.gif (GRAPHIC) — 151KB
• 0001403161-25-000055.txt ( ) — 647KB
• v-20250808.xsd (EX-101.SCH) — 4KB
• v-20250808_def.xml (EX-101.DEF) — 9KB
• v-20250808_lab.xml (EX-101.LAB) — 33KB
• v-20250808_pre.xml (EX-101.PRE) — 20KB
• v-20250808_htm.xml (XML) — 8KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On August 8, 2025, Visa Inc. ("Visa" or the "Company") announced that it will release approximately $1.4 billion from its Series B and Series C Convertible Participating Preferred Stock ("Series B Preferred Stock" and "Series C Preferred Stock," respectively, and collectively, "Preferred Stock") in connection with the fourth mandatory release assessment on June 21, 2025, the ninth anniversary of the Visa Europe acquisition transaction and the issuance of the Preferred Stock. As required by the Litigation Management Deed ("LMD") entered into at the time of the transaction, at each release assessment, Visa, in consultation with the Litigation Management Committee comprising representatives of former Visa Europe members ("LMC"), performs a conservative assessment of the ongoing risk of liability to Visa and its subsidiaries arising from certain existing and potential litigation relating to the setting of multilateral interchange fee rates in the Visa Europe territory. Visa and the LMC have followed the procedures identified in the LMD, and the fourth release amount is now final. The release will result in a downward adjustment of the Class A Common Equivalent Number (as defined in the certificates of designations ("CODs") for the Preferred Stock), and a partial conversion of the Preferred Stock into Series A Convertible Participating Preferred Stock ("Series A Preferred Stock") in accordance with the applicable COD, each of which was filed as an exhibit to Visa's Annual Report on Form 10-K for the fiscal year ended September 30, 2024. The adjustments were calculated in accordance with the CODs using the volume-weighted average price for Visa's Class A Common Stock over the 10-day trading period from June 6, 2025 through June 20, 2025. Effective August 18, 2025 (the "Effective Date"), the Liability Coverage Reduction Amount (as defined in the CODs), Conversion Adjustment (as defined in the CODs) and new Class A Comm

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VISA INC. Date: August 8, 2025 By: /s/ Chris Suh Chris Suh Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR