8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 28, 2023

  

VISA INC.

(Exact name of Registrant as Specified in Its Charter)

 

Delaware	001-33977	26-0267673
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

P.O. Box 8999
San Francisco,
California	94128-8999
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 432-3200

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	V	New York Stock Exchange
1.500% Senior Notes due 2026	V26	New York Stock Exchange
2.000% Senior Notes due 2029	V29	New York Stock Exchange
2.375% Senior Notes due 2034	V34	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01    Other Events.

On September 28, 2023, Visa Inc. (the “Company”) authorized the deposit of $150 million into the litigation escrow account previously established under the Company’s U.S. retrospective responsibility plan (the “Plan”). Under the terms of the Plan, when the Company funds the U.S. litigation escrow account, the value of the Company’s class B common stock - which are held exclusively by U.S. financial institutions and their affiliates and successors - are subject to dilution through a downward adjustment to the conversion rate of the shares of class B common stock to shares of class A common stock. This deposit resulted in the decrease in the conversion rate applicable to the Company's class B common stock from 1.5902 to 1.5875, effective as of September 28, 2023.

The conversion rate adjustment has the same effect on earnings per share as repurchasing the Company’s class A common stock. The number of as-converted class B common stock share count was reduced by approximately 649,210 from 390,405,840 to 389,756,630. The deposit and conversion rate adjustment calculations were conducted in accordance with the Company’s certificate of incorporation currently in effect using the volume-weighted average price over the two-day pricing period from September 28, 2023 through September 29, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		VISA INC.
Date:	October 2, 2023	By:	/s/ Chris Suh
			Chris Suh Chief Financial Officer

XML

Cover Page	Sep. 28, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 28, 2023
Entity Registrant Name	VISA INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33977
Entity Tax Identification Number	26-0267673
Entity Address, Address Line One	P.O. Box 8999
Entity Address, City or Town	San Francisco,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94128-8999
City Area Code	650
Local Phone Number	432-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001403161
Amendment Flag	false
Common Class A
Cover [Abstract]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	V
Security Exchange Name	NYSE
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	V
Security Exchange Name	NYSE
2029 Notes
Cover [Abstract]
Title of 12(b) Security	2.000% Senior Notes due 2029
Trading Symbol	V29
Security Exchange Name	NYSE
Document Information [Line Items]
Title of 12(b) Security	2.000% Senior Notes due 2029
Trading Symbol	V29
Security Exchange Name	NYSE
2034 Notes
Cover [Abstract]
Title of 12(b) Security	2.375% Senior Notes due 2034
Trading Symbol	V34
Security Exchange Name	NYSE
Document Information [Line Items]
Title of 12(b) Security	2.375% Senior Notes due 2034
Trading Symbol	V34
Security Exchange Name	NYSE
2026 Notes
Cover [Abstract]
Title of 12(b) Security	1.500% Senior Notes due 2026
Trading Symbol	V26
Security Exchange Name	NYSE
Document Information [Line Items]
Title of 12(b) Security	1.500% Senior Notes due 2026
Trading Symbol	V26
Security Exchange Name	NYSE