Visa Inc. (V) Q3 FY2026 8-K Filings and Company Events

Filings that contain financial statements

• 8-K, July 28, 2026 (accession 0001403161-26-000103), Exhibit 99.1, fiscal Q3 2026 (three months ended June 30, 2026, and nine months ended June 30, 2026) earnings release, with full GAAP income statement, balance sheet, cash flow statement and a five-quarter results table. The highlights section rounds dollar figures to billions and growth/change percentages to the nearest whole point (EPS is given to the cent and the effective tax rate to the nearest tenth of a percent); the statement tables below carry exact figures in millions (e.g., net revenue of $11,633 million, net income of $5,628 million, diluted EPS of $2.97).
• 8-K, April 28, 2026 (accession 0001403161-26-000077), Exhibit 99.1, fiscal Q2 2026 (three and six months ended March 31, 2026) earnings release with full income statement, balance sheet and cash flow statement (net revenue $11,230 million, net income $6,021 million, diluted EPS $3.14).
• 8-K, January 29, 2026 (accession 0001403161-26-000044), Exhibit 99.1, fiscal Q1 2026 (three months ended December 31, 2025) earnings release with full income statement, balance sheet and cash flow statement (net revenue $10,901 million, net income $5,853 million, diluted EPS $3.03).
• 8-K, October 28, 2025 (accession 0001403161-25-000077), Exhibit 99.1, fiscal Q4 and full-year 2025 (three and twelve months ended September 30, 2025) earnings release with full income statement, balance sheet and cash flow statement (Q4 net revenue $10,724 million, net income $5,090 million, diluted EPS $2.62; full-year net revenue $40,000 million, net income $20,058 million, diluted EPS $10.20).
• Form 10-Q for the quarter ended June 30, 2026 (accession 0001403161-26-000104), unaudited condensed consolidated financial statements for the three and nine months ended June 30, 2026, including the acquisition, litigation and retrospective-responsibility-plan notes summarized below.

Earnings and dividends

• October 28, 2025, Visa reported fiscal Q4 and full-year 2025 results: Q4 GAAP net income of $5.1 billion ($2.62/share), net revenue of $10.7 billion (+12%); full-year GAAP net income of $20.1 billion ($10.20/share) on net revenue of $40.0 billion (+11%). The board raised the quarterly dividend 14% to $0.670 per Class A share, payable December 1, 2025. (8-K, accession 0001403161-25-000077)
• January 29, 2026, Fiscal Q1 2026: GAAP net income of $5.9 billion ($3.03/share), net revenue of $10.9 billion (+15%). The board declared a $0.670 quarterly dividend, payable March 2, 2026. (8-K, accession 0001403161-26-000044)
• April 28, 2026, Fiscal Q2 2026: GAAP net income of $6.0 billion ($3.14/share, +36%), net revenue of $11.2 billion (+17%, the highest quarterly revenue growth rate since 2022). The board authorized a new $20.0 billion multi-year Class A share repurchase program and declared a $0.670 quarterly dividend, payable June 1, 2026. (8-K, accession 0001403161-26-000077)
• July 28, 2026, Fiscal Q3 2026: GAAP net income of $5.6 billion ($2.97/share, +10%), net revenue of $11.6 billion (+14%). The board declared a $0.670 quarterly dividend, payable September 1, 2026. (8-K, accession 0001403161-26-000103)

Acquisition, Prisma Medios de Pago / Newpay (Argentina)

In February 2026, Visa announced and completed the acquisition of Prisma Medios de Pago S.A.U. and Newpay S.A.U. in Argentina for total cash consideration of $1.5 billion. Prisma provides credit, debit and prepaid card issuer processing; Newpay operates real-time payments infrastructure, the Banelco ATM network and the PagoMisCuentas bill-payment platform. The deal has closed and is reflected in Visa's consolidated financial statements (goodwill and intangible assets), but remains subject to review by the Argentine competition authority. (Disclosed in the Q2 2026 earnings release, 8-K accession 0001403161-26-000077, and detailed in Note 2, Acquisitions of the Form 10-Q for the quarter ended June 30, 2026, accession 0001403161-26-000104.)

Capital structure, Class B exchange offer and related actions

• February 13, 2026, Visa announced its board authorized a successive exchange offer for outstanding Class B-1 and Class B-2 common stock, contingent on regulatory and litigation-related conditions being met. (8-K, accession 0001403161-26-000049)
• April 13, 2026 (referenced in the Q2 2026 earnings release), Visa commenced the exchange offer, allowing Class B-1 and Class B-2 holders to exchange shares for a combination of Class B-3 common stock, Class C common stock, and cash in lieu of fractional shares; the offer was set to expire May 8, 2026.
• May 11, 2026, Visa announced the expiration and results of the exchange offer. (8-K, accession 0001193125-26-215875)
• May 12, 2026 (dated May 11, 2026), Visa settled the exchange offer and entered into Makewhole Agreements with participating Class B-1/B-2 holders, under which those holders must reimburse Visa in cash for future litigation-escrow deposits that would otherwise have diluted the Class B-1/B-2 shares they tendered, and agreed to staged transfer restrictions on the Class C shares received (up to one-third transferable before June 25, 2026, up to two-thirds before August 9, 2026). This filing also disclosed that the estimated interchange reimbursement fees at issue in unresolved U.S. covered litigation claims stood at $17.4 billion as of May 11, 2026. (8-K, accession 0001193125-26-219432)

U.S. litigation escrow deposits (Class B-1/B-2/B-3 conversion-rate dilution)

Visa periodically funds its U.S. litigation escrow account under the U.S. retrospective responsibility plan; each deposit reduces the conversion rates (and therefore the as-converted share counts) of Class B-1, B-2 and, since the exchange offer, B-3 common stock, economically equivalent to a Class A share repurchase.

• December 23, 2025, Authorized a $500 million escrow deposit. (8-K, accession 0001403161-25-000134)
• December 30, 2025, Deposit completed; conversion rates adjusted effective December 23, 2025. (8-K, accession 0001403161-25-000137)
• February 25/27, 2026, Authorized and completed a $125 million escrow deposit, effective February 26, 2026. (8-K, accession 0001403161-26-000063)
• June 24/26, 2026, Authorized and completed a $250 million escrow deposit, spanning Class B-1, B-2 and B-3 stock, effective June 25, 2026. (8-K, accession 0001403161-26-000086)

Interchange litigation settlement (injunctive relief class)

On November 10, 2025, Visa reached a proposed settlement with Mastercard and other defendants resolving injunctive-relief-class claims in the long-running In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation (MDL 1720). Key terms include expanded merchant credit-surcharging rights, more flexibility for merchants to selectively accept commercial, premium-consumer and standard-consumer credit card categories, a 10-basis-point reduction in the U.S. combined average effective credit interchange rate for five years, a five-year cap on posted U.S. credit interchange rates (standard consumer credit capped at 125 bps), and a new merchant education program. The settlement required court approval. (8-K, accession 0001403161-25-000093)

The Form 10-Q for the quarter ended June 30, 2026 (accession 0001403161-26-000104) reports that the court granted preliminary approval of this settlement on June 9, 2026, and that the plaintiffs filed a motion for final approval on July 15, 2026, developments not separately covered by an 8-K. The same filing discloses that on April 21, 2026, three merchants (the "Potayto-Potahto" plaintiffs) moved for partial summary judgment arguing the settlement's forward-looking release is invalid, and that Visa and Mastercard moved on June 16, 2026 to enforce the settlement against them; a related standalone class action was filed by the same plaintiffs on April 21, 2026, and was administratively transferred into MDL 1720 in May 2026 over the plaintiffs' objection.

Other legal and regulatory developments (from the Form 10-Q, not separately covered by an 8-K)

• UK interchange litigation: On February 18, 2026, the UK Competition Appeal Tribunal (CAT) ruled that, outside certain merchant categories, interchange fees were not passed on by merchants; Visa has sought permission from the UK Court of Appeal to appeal that decision, and the 10-Q does not report whether permission has been granted. Separately, on March 17, 2026 the UK Court of Appeal granted Visa permission to appeal a different, earlier decision, the CAT's June 2025 ruling that certain UK interchange rates restrict competition under UK competition law. In addition, in April–June 2026 additional groups of European merchants filed new claims in the UK High Court alleging European interchange fees unlawfully restrict competition, seeking damages back to January 2019 or earlier.
• U.S. Securities Class Action: the court granted Visa's motion to dismiss a second amended complaint without leave to amend on June 29, 2026, effectively ending that case at the trial-court level.
• EMV Chip Liability Shift litigation: the court granted final approval of the related class settlements (with Visa/Mastercard and separately with Discover/American Express) on April 28, 2026.

These items were disclosed in Note 16, Legal Matters of the Form 10-Q for the quarter ended June 30, 2026 (accession 0001403161-26-000104) and were not the subject of a separate Item 8.01 disclosure in any 8-K reviewed.

Debt issuance

On February 3, 2026 (notes issued February 12, 2026), Visa priced $3.0 billion of senior notes in four tranches: $900 million of 3.800% notes due 2029, $750 million of 4.100% notes due 2031, $700 million of 4.400% notes due 2033, and $650 million of 4.700% notes due 2036, issued under its existing shelf registration for general corporate purposes, including refinancing existing indebtedness. (8-K, accession 0001628280-26-007709)

Governance

• January 27–28, 2026, At its Annual Meeting, shareholders elected all eleven director nominees, approved advisory "say-on-pay," ratified KPMG as auditor, and approved a charter amendment limiting officer liability under Delaware law; four shareholder proposals (independent board chair, right to act by written consent, a report on online sexual exploitation, and an "inclusion ROI" audit) were not approved. Visa filed a Certificate of Amendment and a Ninth Restated Certificate of Incorporation reflecting the officer-liability change. (8-K, accession 0001403161-26-000029)
• July 14, 2026, Visa's board amended the company's bylaws to designate Delaware's Court of Chancery (or other Delaware state courts) as the exclusive forum for certain actions against the company, and federal district courts as the exclusive forum for Securities Act claims. (8-K, accession 0001403161-26-000096)