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): May 11, 2026
VISA INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-33977 | 26-0267673 | ||
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. 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 (see General Instructions A.2. below):
| ☐ | 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 Securities Exchange Act of 1934:
| Title of each class | Trading | Name of each exchange | ||
| 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 | ||
| 2.250% Senior Notes due 2028 | V28 | New York Stock Exchange | ||
| 2.000% Senior Notes due 2029 | V29 | New York Stock Exchange | ||
| 3.125% Senior Notes due 2033 | V33 | New York Stock Exchange | ||
| 2.375% Senior Notes due 2034 | V34 | New York Stock Exchange | ||
| 3.500% Senior Notes due 2037 | V37 | New York Stock Exchange | ||
| 3.875% Senior Notes due 2044 | V44 | 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 7.01 | Regulation FD Disclosure. |
On May 11, 2026, Visa issued a press release announcing the expiration and results of its previously announced offer to exchange shares of Class B-1 common stock and Class B-2 common stock for a combination of Visa’s Class B-3 common stock, Visa’s Class C common stock and, where applicable, cash in lieu of issuing fractional shares. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. All information in the press release is furnished but not filed.
* * *
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release dated May 11, 2026. | |
| 104 | The cover page from this Current Report on Form 8-K (formatted as Inline XBRL). | |
2
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: May 11, 2026 | By: | /s/ Chris Suh | ||||||
| Name: | Chris Suh | |||||||
| Title: | Chief Financial Officer | |||||||
3