Visa settles B-1/B-2 exchange; $17.4B interchange at issue in US litigation

VISA INC.

Settlement of exchange offer for all outstanding Class B-1 and B-2 common stock; holders received Class B-3 and Class C common stock.
Entered into makewhole agreements obligating holders to reimburse Visa for certain litigation escrow deposits after depletion of B-3 stock value.
Staged transfer of Class C stock: up to one-third before June 25, 2026; up to two-thirds before August 9, 2026.
Estimated interchange reimbursement fees at issue in unresolved U.S. covered litigation claims: $17.4B as of May 11, 2026.
$17.4B excludes certain indirect purchaser class actions and opt-outs.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

VISA INC. entered into Makewhole Agreements with holders of the Class B-1 common stock and Class B-2 common stock valued at Obligation to reimburse Visa in cash for portion of future deposit into U.S. covered litigation escr (effective 2026-05-11).

Action: entry
Counterparty: holders of the Class B-1 common stock and Class B-2 common stock
Value: Obligation to reimburse Visa in cash for portion of future deposit into U.S. covered litigation escr
Effective: 2026-05-11

Exact text from the filing

On May 12, 2026, Visa Inc. (“Visa”) settled its previously announced exchange offer (the “Exchange Offer”) for any and all outstanding shares of its Class B-1 and Class B-2 common stock, the terms of which were described in the prospectus, dated April 13, 2026, constituting part of Visa’s registration statement on Form S-4, as amended (File No. 333-294062).

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Source: SEC EDGAR

accession 0001193125-26-219432

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