Stockholders' Equity

9 Months Ended

Jun. 30, 2024

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Note 9—Stockholders’ Equity

As-converted class A common stock. The number of shares of each series and class, and the number of shares of class A common stock on an as-converted basis were as follows:

	June 30, 2024					September 30, 2023
	Shares Outstanding		Conversion Rate Into  Class A Common Stock		As-converted Class A Common Stock(1)	Shares Outstanding		Conversion Rate Into Class A Common Stock		As-converted Class A Common Stock(1)
	(in millions, except conversion rate)
Series A preferred stock	—	(2)	100.0000		5	—	(2)	100.0000		7
Series B preferred stock	2		2.6980		7	2		2.9370		7
Series C preferred stock	3		3.6050		11	3		3.6290		11
Class A common stock	1,678		—		1,678	1,594		—		1,594
Class B-1 common stock	5		1.5875	(3)	8	245		1.5875	(3)	390
Class B-2 common stock	120		1.5875	(3)	191	—	(4)	—		—
Class C common stock	27		4.0000		107	10		4.0000		38
Total					2,007					2,047

(1)Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers.

(2)The number of shares outstanding was less than one million.

(3)The class B-1 and class B-2 to class A common stock conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal. Conversion rates are presented on a rounded basis.

(4)No shares of class B-2 common stock were outstanding prior to the class B-1 common stock exchange offer. See class B-1 common stock exchange offer below for further details.

Series A preferred stock issuance. On July 19, 2024, the Company issued approximately 99,264 shares of series A preferred stock in connection with the Eighth Anniversary Release. See Note 5—U.S. and Europe Retrospective Responsibility Plans.

Reduction in as-converted shares. The following table presents the reduction in the number of as-converted class B-1 common stock after deposits into the U.S. litigation escrow account under the U.S. retrospective responsibility plan:

	Nine Months Ended June 30,
	2024		2023
	(in millions, except per share data)
Reduction in equivalent number of class A common stock	—		4
Effective price per share(1)	$	—	$	219.70
Deposits into the U.S. litigation escrow account	$	—	$	850

(1)Effective price per share for the period represents the weighted-average price calculated using the effective prices per share of the respective adjustments made during the period. Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificate of incorporation.

The following table presents the reduction in the number of as-converted series B and C preferred stock after the Company recovered VE territory covered losses through conversion rate adjustments under the Europe retrospective responsibility plan:

	Nine Months Ended June 30, 2024					Nine Months Ended June 30, 2023
	Series B		Series C			Series B			Series C
	(in millions, except per share data)
Reduction in equivalent number of class A common stock	1		—		(1)	—		(1)	—		(1)
Effective price per share(2)	$	270.07	$	269.62		$	219.12		$	215.28
Recovery through conversion rate adjustment	$	161	$	20		$	19		$	11

(1)The reduction in equivalent number of shares of class A common stock was less than one million shares.

(2)Effective price per share for the period represents the weighted-average price calculated using the effective prices per share of the respective adjustments made during the period. Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificates of designations for its series B and C preferred stock.

Common stock repurchases. The following table presents share repurchases in the open market:

	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
	(in millions, except per share data)
Shares repurchased in the open market(1)	17		13		42		39
Average repurchase cost per share(2)	$	276.75	$	229.00	$	263.91	$	214.44
Total cost(2)	$	4,770	$	3,064	$	11,163	$	8,395

(1)Shares repurchased in the open market are retired and constitute authorized but unissued shares.

(2)Figures in the table may not recalculate exactly due to rounding. Average repurchase cost per share and total cost are calculated based on unrounded numbers and include applicable taxes. Shares repurchased in the open market include $200 million unsettled repurchases as of June 30, 2024.

In October 2023 and 2022, the Company’s board of directors authorized share repurchase programs of $25.0 billion providing multi-year flexibility, and $12.0 billion, respectively. These authorizations have no expiration date. As of June 30, 2024, the Company’s share repurchase program had remaining authorized funds of $18.9 billion. All share repurchase programs authorized prior to October 2023 have been completed.

Class B common stock. On January 23, 2024, Visa’s common stockholders approved amendments to the Company’s certificate of incorporation authorizing Visa to implement an exchange offer program that would have the effect of releasing transfer restrictions on portions of the Company’s class B common stock by allowing holders to exchange a portion of their outstanding shares of class B common stock for shares of freely tradeable class C common stock. The certificate of incorporation amendments automatically redenominated all shares of class B common stock outstanding at the amendment date as class B-1 common stock with no changes to the par value, conversion features, rights or privileges of the class B-1 common stock. All references to class B common stock outstanding prior to January 23, 2024 have been updated in this report to class B-1 common stock to reflect this redenomination. The amendments also authorized new classes of class B common stock that will only be issuable in connection with an exchange offer where a preceding class of B common stock is tendered in exchange and retired. When referred to prior to January 23, 2024, class B common stock means the Company’s legacy class B common stock, and following January 23, 2024, means the Company’s class B-1 common stock and class B-2 common stock, and to the extent issued in a subsequent exchange offer, class B-3 common stock, class B-4 common stock and class B-5 common stock, collectively.

Class B-1 common stock exchange offer. On May 6, 2024, Visa accepted 241 million shares of class B-1 common stock tendered in the exchange offer. In exchange, on May 8, 2024, Visa issued approximately 120 million shares of class B-2 common stock and 48 million shares of class C common stock. The class B-1 common shares exchanged have been retired and constitute authorized but unissued shares. Future conversion rate adjustments for

the class B-2 common stock will have double the impact compared to conversion rate adjustments for the class B-1 common stock. Portions of the class C common stock received in the exchange offer are subject to temporary transfer restrictions up to 90 days from the exchange offer acceptance date.

Capital stock authorized. As of June 30, 2024 and September 30, 2023, the Company was authorized to issue 25 million shares of preferred stock, of which the following series have been created and authorized: 4 million shares of series A convertible participating preferred stock, 2 million shares of series B convertible participating preferred stock and 3 million shares of series C convertible participating preferred stock. As of June 30, 2024, the Company was authorized to issue 2.0 trillion shares of class A common stock, 499 million shares of class B-1 common stock, 123 million shares of class B-2 common stock, 61 million shares of class B-3 common stock, 31 million shares of class B-4 common stock, 15 million shares of class B-5 common stock and 1.1 billion shares of class C common stock. As of September 30, 2023, the Company was authorized to issue 2.0 trillion shares of class A common stock, 622 million shares of class B-1 common stock and 1.1 billion shares of class C common stock.

Dividends. During the three months ended June 30, 2024 and 2023, the Company declared and paid dividends of $1,056 million and $937 million, respectively. During the nine months ended June 30, 2024 and 2023, the Company declared and paid dividends of $3.2 billion and $2.8 billion, respectively. On July 23, 2024, the Company’s board declared a quarterly cash dividend of $0.52 per share of class A common stock (determined in the case of all other outstanding common and preferred stock on an as-converted basis), payable on September 3, 2024, to all holders of record as of August 9, 2024.