---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-219432"
form_type: "8-K"
ticker: "V"
cik: "0001403161"
company_name: "VISA INC."
filed_at: "2026-05-12T20:11:02+00:00"
generated_at: "2026-05-12T20:13:48.554081+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-26-219432
- form_type: 8-K
- ticker: V
- cik: 0001403161
- company_name: VISA INC.
- filed_at: 2026-05-12T20:11:02+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1403161/000119312526219432/0001193125-26-219432-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1403161/000119312526219432/d64238d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-219432
- JSON: https://secwatch.observer/filing/0001193125-26-219432.json
- Plain text: https://secwatch.observer/filing/0001193125-26-219432.txt

## Key facts
- Material Agreements
  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
  source text: 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).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1403161/000119312526219432/0001193125-26-219432-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.