VISA INC. — fact timeline

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).

“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).”

VISA INC. reported fiscal second quarter ended March 31, 2026 results: revenue $11.2B, net income $6.0B, EPS $3.14 per share.

“Results San Francisco, CA, April 28, 2026 – Visa (NYSE: V) • GAAP net income of $6.0B or $3.14 per share and non-GAAP net income of $6.3B or $3.31 per share • Net revenue of $11.2B, an increase of 17%, or 16% on a constant-dollar basis • Growth in payments volume, cross-border volume and processed transactions was strong • Share repurchases and dividends”

VISA INC.: Shareholders approved and company filed amendment to Eighth Restated Certificate of Incorporation to limit officer liability as permitted by Delaware law; effective upon filing January 28, 2026 (effective 2026-01-28).

“At the Annual Meeting, upon the recommendation of the Company’s Board of Directors (the “Board”), the Company’s shareholders approved amendments to the Company’s Eighth Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), to limit officer liability as permitted by Delaware law as described within the Company's definitive proxy statement dated December 8, 2025. As a result, the Company filed a Certificate of Amendment to the Certificate (the “Certificate of Amendment”) incorporating such amendments with the Secretary of State of the State of Delaware on January 28, 2026. The Certificate of Amendment became effective upon filing.”

VISA INC.: Amended Bylaws to implement a cure process for certain deficiencies in director nomination notices submitted by shareholders, effective July 22, 2025 (effective 2025-07-22).

“The Board of Directors of Visa Inc. (the “Company”) amended the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”), effective July 22, 2025. The amendments implement a cure process for certain deficiencies in director nomination notices submitted by shareholders.”

VISA INC. reported fiscal second quarter ended March 31, 2024 results: revenue $8.8B, net income $4.7B, EPS $2.29.

“Results San Francisco, CA, April 23, 2024 – Visa (NYSE: V) • GAAP net income of $4.7B or $2.29 per share and non-GAAP net income of $5.1B or $2.51 per share • Net revenue of $8.8B, an increase of 10% on a nominal and constant-dollar basis • Growth in payments volume, processed transactions and cross-border volume remained relatively stable • Share”

VISA INC. reported fiscal first quarter ended December 31, 2023 results: revenue $8.6B, net income $4.9B, EPS $2.39.

“San Francisco, CA, January 25, 2024 – Visa Inc. (NYSE: V) • GAAP net income of $4.9B or $2.39 per share and non-GAAP net income of $4.9B or $2.41 per share • Net revenues of $8.6B, an increase of 9% on a nominal and constant-dollar basis • Payments volume growth and processed transaction growth were relatively stable and cross-border volume growth”

VISA INC.: Stockholders approved amendments to the Certificate of Incorporation to authorize exchange offers releasing transfer restrictions on Class B common stock, filed and effective on January 24, 2024 (effective 2024-01-24).

“the Company filed a Certificate of Amendment to the Certificate (the “Certificate of Amendment”) incorporating such amendments with the Secretary of State of the State of Delaware on January 24, 2024. The Certificate of Amendment became effective upon filing.”

VISA INC. reported financial results for fiscal fourth quarter and full-year ended September 30, 2023.

“On October 24, 2023, Visa Inc. (the "Company") issued an earnings release announcing financial results for the Company's fiscal fourth quarter and full-year ended September 30, 2023.”

John F. Lundgren was elected as Chair of the Board at VISA INC..

“the Board elected John F. Lundgren, Visa’s current Lead Independent Director, to serve as Chair of the Board, effective January 23, 2024”

Alfred F. Kelly, Jr. departed as Executive Chairman at VISA INC..

“Alfred F. Kelly, Jr., Executive Chairman of Visa Inc. (“Visa”) informed the Nominating and Governance Committee of the Board of Directors ("Board") of his intention not to stand for re-election and to retire as Executive Chairman and as a member of the Board on January 23, 2024.”

VISA INC. reported third quarter ended June 30, 2023 results: revenue $8.1 billion, net income $4.2 billion, EPS $2.00 per share.

“was approxima tely 11% on a constant-dollar basis. All references to earnings per share assume fully-diluted class A share count. Net revenues in the fiscal third quarter were $8.1 billion, an increase of 12%, driven by the year-over-year growth in payments volume, cross-border volume and processed transactions. Net revenues increased 13% on a constant-dollar”

Vasant Prabhu departed as Chief Financial Officer at VISA INC..

“Mr. Suh succeeds Vasant Prabhu, who is departing the Company on September 30, 2023.”

Chris Suh was appointed as Executive Vice President, Chief Financial Officer at VISA INC..

“On June 20, 2023, Visa Inc. (“Visa,” or the “Company”) announced that Chris Suh, 52, has been appointed to serve as Executive Vice President, Chief Financial Officer (“CFO”) of the Company, effective August 1, 2023.”

VISA INC. reported fiscal second quarter ended March 31, 2023 results: revenue $8.0B, net income $4.3B, EPS $2.03 per share.

“Visa Inc. Reports Fiscal Second Quarter 2023 Results San Francisco, CA, April 25, 2023 – Visa Inc. (NYSE: V) • GAAP net income of $4.3B or $2.03 per share and non-GAAP net income of $4.4B or $2.09 per share • Net revenues of $8.0B, an increase of 11% and 13% on a constant-dollar basis”

Pam Murphy was elected as Director at VISA INC..

“On April 10, 2023, the board of directors (the "Board") of Visa Inc. (the "Company") increased the size of the Board from 11 to 12 members and elected Pam Murphy to the Board, effective April 10, 2023, for a term that will expire at the Company's 2024 Annual Meeting of Stockholders.”

Vasant Prabhu departed as Vice Chair, Chief Financial Officer at VISA INC..

“On February 16, 2023, Visa Inc. (“Visa” or “the Company”) announced that Vasant Prabhu, 63, Vice Chair, Chief Financial Officer, will depart the Company on September 30, 2023.”

Rajat Taneja was appointed as President, Technology at VISA INC..

“The equity award to Mr. Taneja is in connection with his expanded responsibilities as President, Technology.”

Kelly Mahon Tullier was appointed as Vice Chair, Chief People and Corporate Affairs Officer at VISA INC..

“The equity award to Ms. Mahon Tullier is in connection with her expanded role of Vice Chair, Chief People and Corporate Affairs Officer, effective February 1, 2023.”

Alfred F. Kelly, Jr. changed role as Executive Chairman of the Board at VISA INC..

“Mr. Kelly would continue to serve the Company as Executive Chairman of the Board, both effective February 1, 2023”

Ryan McInerney was appointed as Director at VISA INC..

“the appointment of Ryan McInerney to the Board, effective February 1, 2023”

Ryan McInerney was appointed as Chief Executive Officer at VISA INC..

“The Company previously announced on November 17, 2022 that the Board unanimously elected Mr. McInerney to succeed Alfred F. Kelly, Jr. as the Company’s Chief Executive Officer”

VISA INC. reported fiscal first quarter ended December 31, 2022 results: revenue $7.9B, net income $4.2B, EPS $1.99 per share.

“Visa Inc. Reports Fiscal First Quarter 2023 Results San Francisco, CA, January 26, 2023 – Visa Inc. (NYSE: V) • GAAP net income of $4.2B or $1.99 per share and non-GAAP net income of $4.6B or $2.18 per share • Net revenues of $7.9B, an increase of 12% and 15% on a constant-dollar basis”

VISA INC. shareholders rejected Stockholder proposal requesting an independent board chair policy at the 2023-01-24 meeting.

“Proposal 5: Stockholder proposal requesting an independent board chair policy: Votes For: 217,632,303 17.4 % Votes Against: 945,671,501 75.7 % Abstentions: 86,158,500 6.9 % Broker Non-Votes: 135,823,973 The proposal was not approved.”

VISA INC. shareholders approved Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year at the 2023-01-24 meeting.

“Proposal 4: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year: Votes For: 1,363,161,311 98.4 % Votes Against: 20,871,134 1.5 % Abstentions: 1,253,832 0.1 % The appointment was ratified.”

VISA INC. shareholders approved Advisory vote on the frequency of future advisory votes to approve executive compensation at the 2023-01-24 meeting.

“Proposal 3: Advisory vote on the frequency of future advisory votes to approve executive compensation: One Year: 1,237,711,436 99.2 % Two Years: 1,476,518 0.1 % Three Years: 8,754,461 0.7 % Abstentions: 1,519,889 Based on the results of this advisory vote, and consistent with the Board’s recommendation, the Board has determined to hold an advisory vote on executive compensation every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.”

VISA INC. shareholders approved Approval, on an advisory basis, of the compensation paid to our named executive officers at the 2023-01-24 meeting.

“Proposal 2: Approval, on an advisory basis, of the compensation paid to our named executive officers: Votes For: 1,120,862,119 89.7 % Votes Against: 119,640,078 9.6 % Abstentions: 8,960,107 0.7 % Broker Non-Votes: 135,823,973 The proposal was approved.”

VISA INC. shareholders approved Election of ten director nominees at the 2023-01-24 meeting.

“Proposal 1: Election of ten director nominees: Nominee Votes For % For Votes Against % Against Abstentions Broker Non-Votes Lloyd A. Carney 1,173,849,753 93.9 % 73,267,710 5.9 % 2,344,841 135,823,973 Kermit R. Crawford 1,243,509,987 99.5 % 4,716,367 0.4 % 1,235,950 135,823,973 Francisco Javier Fernández-Carbajal 1,216,681,658 97.4 % 31,709,059 2.5 % 1,071,587 135,823,973 Alfred F. Kelly, Jr. 1,210,372,657 96.9 % 38,021,962 3.0 % 1,067,685 135,823,973 Ramon Laguarta 1,234,875,423 98.8 % 13,499,973 1.1 % 1,086,908 135,823,973 Teri L. List 1,234,667,163 98.8 % 13,788,710 1.1 % 1,006,431 135,823,973 John F. Lundgren 1,229,224,445 98.4 % 19,182,400 1.5 % 1,055,459 135,823,973 Denise M. Morrison 1,217,665,850 97.5 % 30,651,781 2.5 % 1,144,673 135,823,973 Linda J. Rendle 1,238,761,234 99.1 % 9,706,915 0.8 % 994,155 135,823,973 Maynard G. Webb, Jr. 1,212,586,541 97.0 % 28,276,346 2.3 % 8,599,417 135,823,973 Each of the ten nominees was elected to the Company's Board of Directors, each to hold”

Alfred F. Kelly, Jr. changed role as Executive Chairman at VISA INC..

“Mr. Kelly will no longer serve as the Company’s Chief Executive Officer but will continue to serve the Company as Executive Chairman of the Board of Directors.”

Ryan McInerney was appointed as Chief Executive Officer at VISA INC..

“the Company’s Board of Directors had unanimously elected Ryan McInerney to succeed Alfred F. Kelly, Jr. as the Company’s Chief Executive Officer, effective February 1, 2023.”

Kermit R. Crawford was appointed as Director at VISA INC..

“appointed Kermit R. Crawford to the Board, effective October 7, 2022”

Peter Andreski was appointed as Senior Vice President, Global Corporate Controller and Chief Accounting Officer at VISA INC..

“The Company also announced that on June 23, 2022, Peter Andreski, age 49, was appointed as Senior Vice President, Global Corporate Controller and Chief Accounting Officer of the Company, effective July 1, 2022.”

James Hoffmeister resigned as Senior Vice President, Global Corporate Controller and Chief Accounting Officer at VISA INC..

“On June 27, 2022, Visa Inc. (the “Company”) announced that on June 23, 2022, James Hoffmeister, Senior Vice President, Global Corporate Controller and Chief Accounting Officer, tendered his resignation, effective July 1, 2022.”

Teri List was appointed as Director at VISA INC..

“On April 11, 2022, the board of directors (the "Board") of Visa Inc. (the "Company"), upon the recommendation of the Board's Nominating and Corporate Governance Committee, increased the size of the Board from 10 to 11 members and appointed Teri List to the Board, effective April 11, 2022”