Executive Brief
- Visa Inc. announced on September 26, 2025, new conversion rates for its class B-1 and B-2 common stock following a $500 million deposit into its U.S. litigation escrow account (Item 8.01).
- Conversion rate for class B-1 common stock decreased from 1.5609 to 1.5549; for class B-2 common stock, from 1.5342 to 1.5223, effective September 25, 2025 (Item 8.01).
- The adjustment reduced the as-converted class B-1 share count by approximately 28,885 shares (from 7,547,381 to 7,518,496) and class B-2 share count by approximately 1,437,724 shares (from 184,625,546 to 183,187,821) (Item 8.01).
- The conversion rate changes have the same effect on earnings per share as repurchasing class A common stock.
- Calculations used the volume-weighted average price over the 5-day period from September 18 to September 24, 2025, per the company’s certificate of incorporation (Item 8.01).
- This is new information related to the company’s U.S. retrospective responsibility plan and escrow deposit.
- No other Items or Exhibits were filed with this 8-K.
- No financial guidance, officer changes, or auditor matters were disclosed.
- No risks, termination rights, or materiality qualifiers were mentioned.
- Next steps or further filings related to this adjustment are not specified.
Item-by-Item Analysis
Item 8.01 – Other Events
- What happened: Visa Inc. announced new conversion rates for class B-1 and B-2 common stock due to a $500 million deposit into its U.S. litigation escrow account under its retrospective responsibility plan.
- Parties/terms: The Company deposited $500 million on September 25, 2025, triggering conversion rate decreases for class B-1 (from 1.5609 to 1.5549) and class B-2 (from 1.5342 to 1.5223) common stock.
- Impact: The as-converted share counts decreased by approximately 28,885 shares for class B-1 and 1,437,724 shares for class B-2, effectively similar to a repurchase of class A common stock.
- Methodology: Conversion rates calculated per the certificate of incorporation using volume-weighted average price over September 18–24, 2025.
- Conditions/closing: Effective date of conversion rate change is September 25, 2025.
- Source: (Item 8.01, entire paragraph).
Exhibits Summary
- None attached or referenced.
Financial & Dilution Impact
- Share count dilution reduced by ~28,885 shares (class B-1) and ~1,437,724 shares (class B-2).
- No direct cash flow impact disclosed beyond the $500 million escrow deposit.
- No changes to debt, revenue guidance, or expenses disclosed.
Timeline & Required Actions
- Deposit and conversion rate changes effective September 25, 2025.
- No further approvals or filings mentioned.
Risks & Monitoring
- No explicit risks, MAC clauses, or termination provisions disclosed.
- Monitor for any future disclosures related to the U.S. litigation escrow or retrospective responsibility plan.
Metadata & Quality Checks
- No OCR or formatting issues detected.
- Non-GAAP reconciliation: Unknown.
- Forward-looking statements: No explicit mention.
- Related-party transactions: None disclosed.
Final Checklist
- Items disclosed: 8.01 only.
- Exhibits: None.
- Financial impact quantified: Yes, share count reduction.
- Governance changes: None.
- Auditor changes: None.
- Restatement or delisting: None.
- Forward-looking statements: No.
- Material contracts or agreements: No.
Summary
Visa’s 8-K dated September 26, 2025, reports a $500 million escrow deposit under its U.S. litigation plan that triggered a decrease in conversion rates for class B-1 and B-2 common stock, reducing the as-converted share counts and effectively acting like a share repurchase. This adjustment is effective as of September 25, 2025, and calculated per the company’s certificate of incorporation using recent trading prices. No other material information or filings accompany this report.