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Share-based Compensation
 12 Months Ended
Sep. 30, 2025
Share-Based Payment Arrangement, Noncash Expense [Abstract]  
Share-based Compensation
Note 17—Share-based Compensation
Equity Incentive Compensation Plan
The Company’s amended and restated 2007 Equity Incentive Compensation Plan (EIP) authorizes the compensation committee of the board of directors to grant various types of equity awards, including non-qualified stock options (options), RSUs and performance shares to its employees and non-employee directors, for up to 198 million shares of class A common stock. Shares available for grant may be either authorized and unissued or previously issued shares subsequently acquired by the Company. Under the EIP, shares withheld for taxes, or shares used to pay the exercise or purchase price of an award, shall not again be available for future grant. The EIP will continue to be in effect until all of the common stock available under the EIP is delivered and all restrictions on those shares have lapsed, unless the EIP is terminated earlier by the Company’s board of directors.
For fiscal 2025, 2024 and 2023, the Company recorded share-based compensation cost related to the EIP of $861 million, $817 million and $734 million, respectively, in personnel expense on its consolidated statements of operations. The related tax benefits for fiscal 2025, 2024 and 2023 were $131 million, $128 million and $112 million, respectively.
Options
Options issued under the EIP expire 10 years from the date of grant and primarily vest ratably over three years from the date of grant, subject to earlier vesting in full under certain conditions.
The fair value of each option was estimated on the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:
For the Years Ended
September 30,
202520242023
Expected term (in years)(1)
4.254.234.17
Risk-free rate of return(2)
4.2 %4.4 %4.0 %
Expected volatility(3)
22.0 %24.1 %28.6 %
Expected dividend yield(4)
0.8 %0.8 %0.8 %
Fair value per option granted$73.55$62.55$57.31
(1)Based on Visa’s historical exercise experience.
(2)Based on the zero-coupon U.S. Treasury constant maturity yield curve, continuously compounded over the expected term of the awards.
(3)Based on the Company’s implied and historical volatilities.
(4)Based on the Company’s annual dividend rate on the date of grant.
The following table summarizes the Company’s option activity:
Options
Weighted-
Average
Exercise Price
Weighted-
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value(1)
(in millions)
Outstanding as of September 30, 20245,364,732 $183.02 
Granted643,847 $311.85 
Forfeited(67,105)$262.89 
Exercised(1,317,262)$155.33 
Outstanding as of September 30, 20254,624,212 $207.69 5.92$618 
Options exercisable as of September 30, 20253,320,491 $182.37 4.94$528 
Options exercisable and expected to vest as of September 30, 2025(2)
4,590,205 $207.06 5.90$617 
(1)Calculated using the closing stock price on the last trading day of fiscal 2025 of $341.38, less the option exercise price, multiplied by the number of instruments.
(2)Applied a forfeiture rate to unvested options outstanding as of September 30, 2025 to estimate the options expected to vest in the future.
During fiscal 2025, 2024 and 2023, the total intrinsic value of options exercised was $237 million, $185 million and $134 million, respectively, and the tax benefit realized was $23 million, $28 million and $28 million, respectively. As of September 30, 2025, there was $29 million of total unrecognized compensation cost related to unvested options, which is expected to be recognized over a weighted-average period of approximately 0.44 year.
Restricted Stock Units
RSUs issued under the EIP primarily vest ratably over three years from the date of grant, subject to earlier vesting in full under certain conditions. Upon vesting, RSUs can be settled in class A common stock on a one-for-one basis or in cash, or a combination thereof, at the Company’s option. The Company does not currently intend to settle any RSUs in cash. During the vesting period, RSU award recipients are eligible to receive dividend equivalents, but do not participate in the voting rights granted to the holders of the underlying class A common stock.
The fair value and compensation cost before estimated forfeitures is calculated using the closing price of class A common stock on the date of grant. During fiscal 2025, 2024 and 2023, the weighted-average grant date fair value of RSUs granted was $315.21, $253.29 and $212.94, respectively. During fiscal 2025, 2024 and 2023, the total grant date fair value of RSUs vested was $687 million, $616 million and $486 million, respectively.
The following table summarizes the Company’s RSU activity:
 UnitsWeighted-
Average
Grant Date
Fair Value
Weighted-
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value(1)
(in millions)
Outstanding as of September 30, 20246,359,661 $230.99 
Granted
2,788,413 $315.21 
Vested
(3,090,541)$222.30 
Forfeited
(512,953)$258.97 
Outstanding as of September 30, 20255,544,580 $275.60 0.93$1,893 
(1)Calculated by multiplying the closing stock price on the last trading day of fiscal 2025 of $341.38 by the number of instruments.
As of September 30, 2025, there was $824 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 0.93 year.
Performance Shares
For the Company’s performance shares, in addition to service conditions, the ultimate number of shares to be earned depends on the achievement of both performance and market conditions. The performance condition is based on the Company’s earnings per share target. The market condition is based on the Company’s total shareholder return ranked against that of other companies that are included in the Standard & Poor’s 500 Index.
The fair value of each performance share incorporating the market condition was estimated on the date of grant using a Monte Carlo simulation model with the following weighted-average assumptions:
For the Years Ended
September 30,
202520242023
Expected term (in years)1.701.932.15
Risk-free rate of return(1)
4.2 %4.8 %4.4 %
Expected volatility(2)
19.0 %21.7 %28.9 %
Expected dividend yield(3)
0.8 %0.8 %0.8 %
Fair value per performance share granted
$345.65$281.85$221.32
(1)Based on the zero-coupon U.S. treasury constant maturity yield curve, continuously compounded over the expected term of the awards.
(2)Based on the Company’s implied and historical volatilities.
(3)Based on the Company’s annual dividend rate on the date of grant.
Performance shares vest over three years and are subject to earlier vesting in full under certain conditions. During fiscal 2025, 2024 and 2023, the total grant date fair value of performance shares vested and earned was $101 million, $81 million and $44 million, respectively. Compensation cost for performance shares is initially estimated based on target performance. It is recorded net of estimated forfeitures and adjusted as appropriate throughout the performance period.
The following table summarizes the maximum number of performance shares which could be earned and related activity:
Shares
Weighted-
Average
Grant Date
Fair Value
Weighted-
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value(1)
(in millions)
Outstanding as of September 30, 20241,084,232 $251.41 
Granted(2)
476,480 $345.65 
Vested and earned(429,430)$234.54 
Unearned(37,340)$312.72 
Forfeited(36,986)$296.57 
Outstanding as of September 30, 20251,056,956 $297.00 0.64$361 
(1)Calculated by multiplying the closing stock price on the last trading day of fiscal 2025 of $341.38 by the number of instruments.
(2)Represents the maximum number of performance shares which could be earned.
As of September 30, 2025, there was $67 million of total unrecognized compensation cost related to unvested performance shares, which is expected to be recognized over a weighted-average period of approximately 0.64 year.