$V · Visa Inc.

Visa Inc. filed a Form 8-K reporting that on September 18, 2026, it authorized a $405 million deposit into the U.S. litigation escrow account established under its U.S. retrospective responsibility plan. Under the terms of that plan, funding the escrow account dilutes the value of Visa's class B-1, B-2, and B-3 common stock by reducing the rates at which those shares convert into class A common stock.

Effective September 18, 2026, the conversion rate for class B-1 common stock decreased from 1.5445 to 1.5400; the class B-2 rate decreased from 1.5014 to 1.4924; and the class B-3 rate decreased from 1.4953 to 1.4773. Accordingly, the as-converted class B-1 share count was reduced by approximately 9,804 to 3,357,351; the class B-2 count by approximately 4,377 to 726,311; and the class B-3 count by approximately 1,089,926 to 89,510,039.

The filing states that these conversion rate adjustments have the same effect on earnings per share as repurchasing class A common stock. The calculations were made under Visa's certificate of incorporation using the volume-weighted average price over the three-day pricing period from September 18 through September 22, 2026.