Visa Inc. (V) Q2 FY2026 8-K Filings and Company Events

Filings that contain financial statements

• 8-K filed October 28, 2025 (accession 0001403161-25-000077), Exhibit 99.1 earnings release for the fiscal fourth quarter and full year ended September 30, 2025. Contains unaudited Consolidated Balance Sheets, Consolidated Statements of Operations, and Consolidated Statements of Cash Flows.
• 8-K filed January 29, 2026 (accession 0001403161-26-000044), Exhibit 99.1 earnings release for the fiscal first quarter ended December 31, 2025. Contains unaudited Consolidated Balance Sheets, Consolidated Statements of Operations, and Consolidated Statements of Cash Flows.
• 8-K filed April 28, 2026 (accession 0001403161-26-000077), Exhibit 99.1 earnings release for the fiscal second quarter ended March 31, 2026. Contains unaudited Consolidated Balance Sheets, Consolidated Statements of Operations, and Consolidated Statements of Cash Flows.

No 8-K reporting fiscal third-quarter 2026 (quarter ended June 30, 2026) results has been filed as of this writing.

Earnings and guidance

April 28, 2026, Fiscal second quarter 2026 results (accession 0001403161-26-000077). Net revenue of $11.2 billion, up 17% (16% constant-dollar). GAAP net income of $6.0 billion, or $3.14 per share (up 32%/36%); non-GAAP net income of $6.3 billion, or $3.31 per share (up 17%/20%). Payments volume grew 9% (constant-dollar), cross-border volume excluding intra-Europe grew 11%, and processed transactions grew 9%. GAAP results included a $329 million litigation provision (within total operating expenses), versus $1,000 million in the prior-year quarter; Visa's non-GAAP reconciliation attributes $311 million of the current quarter's provision (versus $992 million a year earlier) to a special item tied to the interchange multidistrict litigation ("MDL") case and other legal matters. The board declared a $0.670 per share quarterly dividend (paid June 1, 2026) and authorized a new $20.0 billion multi-year class A share-repurchase program. Visa repurchased approximately 25 million class A shares for $7.9 billion during the quarter; $13.2 billion remained authorized for repurchases as of March 31, 2026.

January 29, 2026, Fiscal first quarter 2026 results (accession 0001403161-26-000044). Net revenue of $10.9 billion, up 15% (13% constant-dollar). GAAP net income of $5.9 billion, or $3.03 per share (up 14%/17%); non-GAAP net income of $6.1 billion, or $3.17 per share (up 12%/15%). Payments volume grew 8% (constant-dollar), cross-border volume excluding intra-Europe grew 11%, processed transactions grew 9% to 69.4 billion. GAAP results included a $708 million litigation provision (within total operating expenses); Visa's non-GAAP reconciliation treats $707 million of this as a special item tied to the MDL case, alongside a $333 million deferred tax benefit from a change in U.S. taxation of certain foreign earnings. Visa repurchased approximately 11 million class A shares for $3.8 billion during the quarter; $21.1 billion remained authorized as of December 31, 2025. The board declared a $0.670 per share quarterly dividend payable March 2, 2026.

October 28, 2025, Fiscal fourth quarter and full-year 2025 results (accession 0001403161-25-000077). Q4: net revenue of $10.7 billion, up 12% (11% constant-dollar); GAAP net income of $5.1 billion, or $2.62 per share (down 4%/1%); GAAP results included a $903 million litigation provision, of which Visa's non-GAAP reconciliation treats $899 million as a special item tied to the MDL case and other legal matters; non-GAAP net income of $5.8 billion, or $2.98 per share (up 7%/10%). Full year: net revenue of $40.0 billion, up 11%; GAAP net income of $20.1 billion, or $10.20 per share (up 2%/5%), including a $2,562 million full-year GAAP litigation provision (of which Visa's non-GAAP reconciliation treats roughly $2.5 billion as a special item tied to MDL-related and other legal matters, along with $213 million of severance costs and $39 million of lease-consolidation costs); non-GAAP net income of $22.5 billion, or $11.47 per share (up 11%/14%). The board raised the quarterly cash dividend 14% to $0.670 per share, payable December 1, 2025. Full-year share repurchases and dividends totaled $22.8 billion.

Interchange litigation settlement and escrow funding

November 10, 2025 (accession 0001403161-25-000093). Visa reached a proposed settlement resolving the injunctive-relief class claims in the long-running In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation multidistrict litigation, alongside Mastercard and other defendants. Key terms: expanded merchant credit-surcharging rights; a tiered "Honor All Cards" framework letting merchants selectively decline commercial, premium-consumer, or standard-consumer credit 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 is subject to court approval; the full agreement was filed as an exhibit. The January 29, 2026 earnings release (accession 0001403161-26-000044) describes this as a "superseding and amended settlement agreement," still subject to court approval, no subsequent 8-K in the filings reviewed reports a court ruling on the settlement.

Visa continued making scheduled deposits into its U.S. litigation escrow account under its retrospective responsibility plan, each of which dilutes class B common stock (economically equivalent to a class A buyback):

• December 23, 2025 (accession 0001403161-25-000134): $500 million deposit; conversion rates cut for class B-1 (1.5549 → 1.5491) and class B-2 (1.5223 → 1.5108), finalized December 30, 2025 (accession 0001403161-25-000137).
• February 25, 2026 (accession 0001403161-26-000063): $125 million deposit; class B-1 rate cut to 1.5475, class B-2 to 1.5075.
• June 24, 2026 (accession 0001403161-26-000086): $250 million deposit; class B-1 rate cut to 1.5445, class B-2 to 1.5014, and class B-3 (created by the May 2026 exchange offer, below) to 1.4953.

As of May 11, 2026, Visa estimated the interchange reimbursement fees at issue in unresolved U.S. covered-litigation damages claims at $17.4 billion, down from roughly $39.4 billion as of October 1, 2025 and $49.6 billion as of October 1, 2023 (accession 0001193125-26-219432).

Class B-1/B-2 exchange offer

February 13, 2026 (accession 0001403161-26-000049). Visa's board authorized management to proceed with a successive exchange offer for outstanding class B common stock once contractual conditions (one year since the initial exchange offer, plus a 50%+ reduction in estimated unresolved-claim interchange reimbursement fees since October 1, 2023) were satisfied. Visa said the claims threshold was expected to be met within weeks, pending anticipated dismissals including in 7-Eleven, Inc., et al. v. Visa Inc., et al.

May 11, 2026 (accession 0001193125-26-215875). Visa announced the expiration and results of its offer to exchange class B-1 and class B-2 common stock for a combination of new class B-3 common stock, class C common stock, and cash in lieu of fractional shares. Visa accepted approximately 2.7 million tendered class B-1 shares and approximately 119.8 million tendered class B-2 shares, together about 98% of outstanding class B-1 and B-2 shares (roughly 55% of outstanding class B-1 shares and over 99% of outstanding class B-2 shares). In exchange, Visa issued approximately 60.6 million shares of class B-3 common stock and approximately 23.3 million shares of class C common stock, with cash paid in lieu of fractional shares based on the $318.79 closing class A common stock price on the expiration date.

May 12, 2026 (accession 0001193125-26-219432). Visa settled the exchange offer and entered into Makewhole Agreements with participating class B-1/B-2 holders (effective May 11, 2026). Under these agreements, participating holders must reimburse Visa in cash for future escrow deposits that would otherwise have diluted the class B-1/B-2 shares they tendered, once their received class B-3 value is depleted; the agreements also stage the resale of class C shares received (up to one-third transferable before June 25, 2026, up to two-thirds before August 9, 2026).

Capital markets and other capital actions

February 3–12, 2026 (accession 0001628280-26-007709). Visa priced and issued $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 February 12, 2026 under its existing shelf registration. Proceeds are for general corporate purposes, including possible refinancing of existing debt.

Governance and board matters

September 29, 2025 (accession 0001403161-25-000064). The board expanded from 11 to 12 members and elected Bill Ready as an independent director, effective immediately, assigned to the Finance and Nominating/Corporate Governance committees.

January 27–28, 2026 (accession 0001403161-26-000029). At Visa's annual meeting, shareholders re-elected all eleven director nominees (Bill Ready's re-election drew the lowest support at 79.5% for), approved advisory "say-on-pay," ratified KPMG LLP as auditor for fiscal 2026, and approved a charter amendment limiting officer liability under Delaware law. Two shareholder proposals, for an independent board chair and for shareholder right to act by written consent, were not approved. The related certificate amendments were filed with Delaware on January 28, 2026.

July 14, 2026 (accession 0001403161-26-000096). The board amended Visa's bylaws to designate the Delaware Court of Chancery (or another Delaware state court) as the exclusive forum for certain actions against the company, and federal district courts as the exclusive forum for Securities Act claims.

M&A

February 2026 (disclosed in the April 28, 2026 earnings release, accession 0001403161-26-000077, with the purchase price disclosed in the acquisitions note of the 10-Q for the quarter ended March 31, 2026, accession 0001403161-26-000079). Visa acquired 100% of the equity of Prisma Medios de Pago S.A.U. and Newpay S.A.U. in Argentina for total purchase consideration of $1.5 billion in cash. 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 transaction remains subject to review by the Argentine competition authority.