Visa Inc. (V) Q3 FY2026

Business

From the FY2025 10-K, accession 0001403161-25-000089.

Visa operates a global payments network. It provides transaction processing services, principally authorization, clearing and settlement, among consumers, issuing and acquiring financial institutions, and sellers, in what it calls the "four-party" model, extended over time to include digital banks, digital wallets, fintechs, governments and NGOs. Its proprietary processing network, VisaNet, reaches more than 200 countries and territories. Visa reports one reportable segment, Payment Services; all significant operating decisions are made on the basis of Visa as a single global business, and the chief operating decision maker (the CEO) assesses performance on consolidated net income.

Crucially, Visa is not a financial institution. It does not issue cards, extend credit, or set rates and fees for account holders, and it earns no revenue from and bears no credit risk on those activities. It sets default interchange reimbursement fees (IRFs) that apply absent other settlement terms, but IRFs are paid by acquirers to issuers, and the fees Visa charges issuers and acquirers are set independently of both IRFs and the merchant discount rate (MDR). This distinction is the hinge of most of the litigation and regulation described further below: Visa sets a price it does not collect.

Scale in fiscal 2025. 329 billion payments and cash transactions carrying Visa's brand were processed by Visa or other networks, roughly 901 million transactions a day, of which Visa itself processed 257.5 billion. Total payments and cash volume was $17 trillion. Visa had nearly 5 billion payment credentials outstanding, nearly 14,500 financial institution clients, and acceptance at more than 175 million merchant locations. The network connects approximately 12 billion cards, bank accounts and digital wallets. Workforce grew about 8% to approximately 34,100 employees across 86 countries, more than 60% of them outside the U.S. Four global data centers (U.S., United Kingdom, Singapore) carry the processing load.

How revenue is earned. Net revenue has four gross components and one large contra-revenue line:

• Service revenue, earned for services supporting client usage of Visa's payment services and certain Issuing Solutions. It is assessed primarily on the prior quarter's nominal payments volume, so it lags the volume cycle by a quarter.
• Data processing revenue, authorization, clearing and settlement; Acceptance Solutions, Risk and Security Solutions and certain Issuing Solutions; network access and maintenance. Driven by processed transaction count.
• International transaction revenue, cross-border transaction processing and currency conversion. Driven by cross-border volume and by currency volatility.
• Other revenue, mainly value-added services in Advisory and Other Services and certain Issuing Solutions, brand and technology license fees, account holder services, certification and licensing.
• Client incentives, payments to financial institution clients, sellers and partners to grow volume, acceptance and routing preference, recorded as a reduction of revenue (unless a separate identifiable benefit at fair value can be established, in which case they are operating expenses).

Strategy: three growth pillars.

1. Consumer Payments (CP). Addressable consumer spend Visa sizes at more than $40 trillion annually, excluding Russia and China. Core products remain credit, debit and prepaid. Key enablers include "Tap to Everything" (Tap to Pay was 79% of face-to-face transactions globally and 66% in the U.S. in fiscal 2025; more than 1,000 contactless transit projects and over 2.4 billion contactless transit transactions in fiscal 2025; more than 20 million Tap to Phone transacting devices), token technology (more than 16 billion tokens provisioned as of September 30, 2025), cross-border capability, affluent and premium co-brand programs, and credit products such as Visa Flex Credential. Expansion beyond cards runs through Visa Pay (launched 2025) and, in account-to-account payments, Tink, the open banking platform acquired in 2022.
2. Commercial & Money Movement Solutions (CMS). Targets roughly $200 trillion of annual payment flows excluding Russia and China across P2P, B2C, B2B and G2C. Visa Commercial Solutions addresses approximately $35 trillion of B2B card and virtual-card opportunity; Visa Direct pursues approximately $55 trillion in P2P/B2C/G2C money movement and about $25 trillion in B2B flows. Visa Direct, built from the Visa network plus Earthport, Currencycloud and YellowPepper, reaches more than 195 countries and territories via more than 90 domestic payment schemes and more than 60 card and wallet networks, with potential reach of roughly 12 billion endpoints. In fiscal 2025 it processed more than 12.5 billion transactions for more than 650 partners.
3. Value-Added Services (VAS). Visa sizes this as roughly a $520 billion annual revenue opportunity, split approximately $125 billion Issuing Solutions, $95 billion Acceptance Solutions, $150 billion Risk and Security Solutions, and $150 billion Advisory and Other Services. More than 200 products and services as of September 30, 2025. Issuing Solutions is anchored by Cardholder Engagement plus the Visa DPS and Pismo issuer-processing and core-banking platforms. Acceptance Solutions includes Cybersource, Authorize.net, Token Management Service and Verifi. Risk and Security Solutions includes the Visa Protect suite (Visa Consumer Authentication Service, Visa Advanced Authorization, Visa Provisioning Intelligence, Visa Deep Authorization) and Featurespace, acquired in December 2024. Advisory and Other Services covers Visa Consulting and Analytics, Visa Marketing Services, Data Solutions and Tink.

Emerging areas. Visa Intelligent Commerce combines tokenization, authentication and predictive analytics for agentic commerce, exposed through APIs and a Model Context Protocol server, with a Trusted Agent Protocol for agent verification at checkout; a pilot processed live agentic token transactions in 2025. In stablecoins, Visa has facilitated the purchase of more than $100 billion of crypto and stablecoin assets since 2020 and more than $35 billion of spend through crypto-linked credentials; stablecoin settlement supports four stablecoins across four blockchains and surpassed a $2.5 billion annualized run rate as of September 30, 2025, alongside settlement in more than 25 fiat currencies.

Competition. Visa competes with cash and checks; other global and multi-regional networks; closed-loop systems including American Express, Discover, private-label networks, Alipay and WeChat Pay; local and regional networks such as UnionPay; real-time payment (RTP) networks and government-sponsored national schemes; digital wallet providers; payment processors; and, in value-added services, technology, information-services and consulting firms.

Risk factors

From the FY2025 10-K, accession 0001403161-25-000089, condensed.

Regulatory

Interchange and network-fee regulation is the structural risk. Visa generally receives no revenue from IRFs, but IRFs are a factor on which it competes and therefore an important determinant of the volume it processes; changes to them, voluntary or mandated, can substantially affect payments volume and net revenue.

• United States. Federal Reserve rules cap large-issuer debit interchange at 21 cents plus 5 basis points per transaction, plus a possible 1-cent fraud adjustment; the Dodd-Frank Act limits network exclusivity and routing restrictions in debit and prepaid. An October 2023 Federal Reserve proposal would lower debit rates further with automatic biennial adjustment. In August 2025 the District Court for the District of North Dakota held that the Federal Reserve exceeded its authority in implementing Regulation II and vacated the debit interchange fee standard; the District Court in Kentucky subsequently held the Federal Reserve acted within its discretion. If the North Dakota decision is affirmed and prevails, it could result in a significantly lower U.S. debit interchange cap. The Credit Card Competition Act could be reintroduced. State-level action is spreading, Illinois' May 2024 law restricts assessing interchange on the tax and gratuity portions of a transaction and restricts use of transaction data, and remains under legal challenge.
• Europe and the U.K. The EU Interchange Fee Regulation caps consumer credit and debit interchange at 30 and 20 basis points respectively, requires separation of scheme and processing activities, and limits exclusivity and routing; the European Commission intends another IFR impact assessment that could lower caps further or extend regulation to other products and fees. The U.K. Payment Systems Regulator is running market reviews of cross-border interchange and of scheme and processing fees, with possible remedies in governance, reporting and transparency. Visa's 2019 settlement with the European Commission limiting certain cross-border interchange rates runs through 2029.
• Rest of world. Argentina, Brazil, Chile and Costa Rica have adopted or are exploring interchange caps; the Reserve Bank of Australia has proposed lowering existing caps and removing differential consumer/commercial treatment; New Zealand lowered domestic credit caps and in July 2025 adopted cross-border caps including commercial credit. India, Costa Rica and Turkey are using regulation to drive down MDR. Brazil requires government pre-approval of certain network rules.

Market-participation restrictions. Governments in China, India, Indonesia, Thailand, Vietnam and South Africa promote domestic providers through ownership, localization or domestic-processing mandates. In China, UnionPay remains the predominant domestic processor; Visa's May 2020 application to operate a Bank Card Clearing Institution remains pending with no certainty of approval or of competitive success if approved, and restrictions on dual-branded cards have already reduced Visa's China volume and revenue. India's evolving data localization requirements carry cost and access implications. In Europe, the European Central Bank supports the European Payments Initiative's pan-European A2A system Wero and is exploring a digital euro. Central banks in Argentina, Australia, Brazil, Canada, Europe, India, Indonesia and Mexico are building or expanding RTP networks; the U.S. Federal Reserve launched FedNow in July 2023. Some jurisdictions have moved to reduce reliance on U.S. payments networks following the sanctions response to Russia, and Russia has pressed BRICS members to integrate their own payment systems.

Privacy, data, AI and cybersecurity regulation. Cross-border data flow restrictions, localization mandates, GDPR enforcement, and a fragmented and still-forming AI regulatory landscape (the EU AI Act's high-risk provisions take effect in August 2026; California, Colorado and Utah have adopted AI frameworks). Agentic commerce, in which autonomous agents initiate transactions, sits at the intersection of payments, privacy and AI rules with little direct guidance and unclear liability allocation; Visa flags the possibility of more erroneous or disputed payments and increased chargebacks as it scales.

Tax. Visa is under examination by or in dispute with the IRS and other tax authorities. Digital services taxes and the OECD 15% global minimum tax (Pillar Two) could affect the effective rate and cash taxes.

Litigation

Visa is subject to numerous antitrust, consumer-protection, privacy and intellectual-property actions. Adverse outcomes can require large payments, treble damages are available on U.S. antitrust class claims, and, as importantly, can force changes to default interchange rates, operating rules, fees or business practices. Certain matters are financially insulated by the U.S. and Europe retrospective responsibility plans, but the plans differ in what they cover and how, and Visa states that the failure of one or both to adequately insulate it could materially harm its financial condition or cash flows, or even cause it to become insolvent.

Business

• Competition from closed-loop systems, fintechs, RTP and A2A networks, digital wallets and government schemes. Stablecoins are called out specifically: with the U.S. GENIUS Act (July 2025) and comparable EU, U.K., Japanese, U.A.E., Hong Kong and Singapore frameworks bringing regulatory certainty, stablecoins "could potentially disrupt existing payment networks," particularly cross-border and B2B, and could serve as a store of value in countries with currency instability. AI cuts both ways, competitors may deploy it faster, and may hold proprietary rights that constrain Visa's own AI offerings.
• Client and seller concentration. A significant portion of net revenue is concentrated in the largest clients, who generally retain flexibility to issue non-Visa products and, in some circumstances, to terminate on short notice without significant early-termination fees. Competitive pricing pressure drives up-front payments, discounts, rebates and performance-based incentives that directly reduce net revenue.
• Merchant and processor pressure on acceptance costs, through legislation, regulatory intervention, litigation, surcharging and refusal to accept, with knock-on risk that issuers cut Visa issuance, reduce cardholder benefits or add fees.
• Brand and disintermediation risk at the point of sale and in ecommerce and mobile channels.
• Macro and geopolitical. More than half of net revenue is earned outside the U.S., and cross-border transaction revenue is a significant and strategically important component. Recessions, inflation, tariffs, trade disruption and declines in cross-border travel all transmit directly into volume. Visa suspended Russian operations in March 2022 and no longer generates Russia-related revenue.
• Settlement indemnification. Visa indemnifies issuers and acquirers against settlement failures of other clients, creating exposure limited to unsettled transactions at any point in time. Concurrent failures or insolvencies among large clients or sponsor banks would create liquidity risk.

Technology and cybersecurity

Failure to keep pace with mobile, ecommerce, tokenization, distributed-ledger, cloud and biometric technologies would erode competitiveness. Visa states it has been the target of malicious cyber activity in the normal course, and that its own deployment of generative AI could expand its attack surface. As of September 30, 2025 Visa was not aware of any direct or third-party cybersecurity incident in the prior three fiscal years that materially affected its business strategy, results or financial condition. Its cybersecurity organization comprised approximately 1,000 professionals globally, run by a CISO reporting to the President of Technology, with board oversight delegated to the audit and risk committee.

Structural and organizational

Acquisition and joint-venture integration risk; dependence on and competition for key management and specialized talent in fintech, AI and cybersecurity; and dilution. On the last: under the U.S. retrospective responsibility plan, class B-1 and B-2 common stock become convertible into class A upon final resolution of the U.S. covered litigation; under the Europe plan, series B and C preferred stock will become fully convertible no later than 2028, subject to a holdback for pending claims. Holders of class B, class C and preferred stock are current and former financial institution clients whose interests may diverge from class A holders on the significant transactions they can vote on.

Management's discussion, fiscal 2025

From the FY2025 10-K, accession 0001403161-25-000089.

Net revenue grew 11% on growth in processed transactions, nominal cross-border volume and nominal payments volume, partly offset by higher client incentives; exchange rate movements were not material to the growth rate. The geographic mix continued to tilt outward: U.S. net revenue of $15,633 million grew 6% while international net revenue of $24,367 million grew 15%.

By component: service revenue $17,539 million (+9%, on 7% nominal payments volume growth, select pricing and card benefits); data processing revenue $19,993 million (+13%, on 10% processed transaction growth and pricing); international transaction revenue $14,166 million (+12%, on 13% nominal cross-border volume growth excluding intra-Europe plus higher currency volatility, partly offset by business mix); other revenue $4,053 million (+27%); client incentives $(15,751) million (+14%, tracking payments volume). Visa processed 257,545 million transactions, up 10%. Value-added services revenue was $10.9 billion, up 24%, against $8.8 billion in fiscal 2024 and $7.2 billion in fiscal 2023.

The 30% jump in GAAP operating expenses is almost entirely one line: litigation provision of $2,562 million against $462 million in fiscal 2024, driven by higher U.S. covered litigation accruals. Personnel expenses rose 11% to $6,961 million on headcount, acquisitions and severance to realign the organization; general and administrative rose 21% to $1,926 million on travel-related card benefits, the absence of a prior-year indirect-tax reserve release and higher indirect taxes; depreciation and amortization rose 18% to $1,220 million. Excluding litigation provision, severance, lease consolidation, acquisition-related costs, amortization of acquired intangibles, equity-investment gains and losses, and prior-year indirect-tax and charitable-contribution items, non-GAAP operating expenses rose 11%.

Fiscal 2025 capital and structural actions. Visa acquired Featurespace in December 2024 for purchase consideration of $946 million. In May 2025 it issued €3.5 billion ($3.9 billion) of euro-denominated fixed-rate senior notes with maturities of 3 to 19 years. In August 2025 it released $1.4 billion of as-converted value from series B and C preferred stock, issuing 40,080 shares of series A preferred stock on the ninth anniversary of the Visa Europe acquisition. The board authorized a $30.0 billion repurchase program in April 2025; Visa repurchased 54 million class A shares for $18.2 billion during the year, leaving $24.9 billion authorized at year end, and declared and paid $4.6 billion of dividends. It recorded $2.2 billion of additional interchange multidistrict litigation accruals and deposited $875 million into the U.S. litigation escrow account.

The exchange-offer machinery is worth understanding because it converts litigation resolution into share-count reduction. Visa may, but is not obliged to, conduct a successive exchange offer for class B common stock once a year has passed since the prior offer and the estimated interchange reimbursement fees at issue in unresolved U.S. covered litigation damages claims have fallen by 50% or more since the prior offer. That estimate was approximately $49.6 billion as of October 1, 2023 and approximately $39.4 billion as of October 1, 2025.

Liquidity at September 30, 2025. Cash and cash equivalents of $17.2 billion and available-for-sale debt securities of $2.4 billion, of which $1.6 billion was current. No commercial paper outstanding and nothing drawn on the unsecured revolving credit facility. Senior notes outstanding of $25.4 billion in aggregate principal, with $4.0 billion due December 2025 and €1.4 billion ($1.6 billion) due June 2026, the annual report's rounding of the €1.35 billion of principal the quarterly report records repaying at that maturity. The U.S. litigation escrow account held $3.0 billion. Visa held $9.2 billion of available liquidity against daily settlement in the event a client could not settle. Client incentive liabilities were $10.4 billion current and $0.2 billion long-term; uncertain tax positions $309 million; purchase obligations $1.6 billion current and $0.2 billion long-term.

Critical accounting estimates are client incentives (recognized on estimated client performance, revised as forecasts change), legal and regulatory matters (accrued when probable and reasonably estimable, with the U.S. covered litigation accrual able to run above or below the escrow balance), and income taxes.

Current quarter, fiscal 2026 third quarter (three and nine months ended June 30, 2026)

From the Form 10-Q, accession 0001403161-26-000104, and the fiscal Q3 2026 earnings release furnished on Form 8-K, accession 0001403161-26-000103.

Revenue. Growth was driven by nominal cross-border volume, nominal payments volume and processed transactions, partly offset by higher client incentives. Management attributes volume growth to continued resilience in consumer spending and ongoing expansion in digital commerce, with cross-border supported by ecommerce and travel activity, and notes ecommerce continuing to grow faster than face-to-face spend. Exchange rate movements added roughly one percentage point to net revenue growth in both the quarter and nine months, net revenue grew 13% on a constant-dollar basis in the quarter. U.S. net revenue was $4,410 million (+12%); international $7,223 million (+16%).

By component for the quarter: service revenue $4,922 million (+14%); data processing revenue $6,042 million (+17%); international transaction revenue $3,853 million (+6%, on 14% nominal cross-border volume growth excluding intra-Europe, held back by lower currency volatility and business mix); other revenue $1,496 million (+45%); client incentives $(4,680) million (+18%).

Value-added services revenue reached $3.8 billion in the quarter, up 33%, and $10.3 billion over nine months, up 32%, meaningfully faster than the network business and now a material share of the top line. Growth came from Issuing Solutions, Acceptance Solutions and Advisory and Other Services; client consulting engagements rose approximately 30%, and marketing-services demand was lifted by sponsorship of the FIFA World Cup 2026 and, in the nine-month period, the Olympic and Paralympic Winter Games Milano Cortina 2026.

Volume and transactions. Visa processed 71,662 million transactions in the quarter, up 10% (207,148 million over nine months, up 9%). On the March-quarter volume base that drives fiscal-Q3 service revenue, total nominal payments volume was $3,728 billion, up 11% nominal and 9% constant-dollar, with U.S. up 8% and international up 15% nominal (10% constant). Consumer debit led internationally (+17% nominal, +10% constant) and commercial grew 13% nominal worldwide. On a current-quarter basis, the earnings release reports constant-dollar payments volume up 10%, cross-border volume excluding intra-Europe up 12%, total cross-border volume up 13%, and payment credentials up 8%.

Expenses. The 19% increase was concentrated in two lines. Personnel expense rose 40% to $2,458 million, driven by higher severance costs from actions taken to drive operational efficiencies and reinvest in high-growth opportunities, plus headcount, compensation and acquisitions, the earnings release quantifies the quarter's severance special item at $563 million. Marketing rose 54% to $649 million on client marketing and campaigns tied to the FIFA World Cup 2026. Professional fees rose 32% to $246 million on legal fees and, over the nine months, costs of the Prisma and Newpay acquisition. Working the other way, litigation provision fell 59% to $253 million (nine months: $1,290 million, down 22%) on lower U.S. covered litigation accruals. Network and processing was $280 million (+25%); depreciation and amortization $367 million (+16%); general and administrative $503 million (+4%).

Below the line. Non-operating expense of $44 million reversed $156 million of income a year earlier, as interest expense rose to $194 million from $39 million, the prior-year figure benefited from an interest benefit related to taxes, while investment income fell to $150 million on lower interest income on cash and investments, partly offset by equity-investment gains. The effective tax rate was 18% for the quarter and 16% for nine months (17.6% for the quarter as reported in the earnings release), helped by a deferred tax benefit of $18 million in the quarter and $351 million over nine months from a change in the U.S. taxation of certain foreign earnings, and a $217 million nine-month benefit from a tax position taken on certain expenses.

Acquisition. Prisma Medios de Pago S.A.U. and Newpay S.A.U. closed in February 2026 for $1.5 billion in cash. The purchase price allocation records technology of $184 million (3-year weighted-average life), customer relationships of $405 million (6 years), deferred tax liabilities of $(199) million, other net assets of $85 million and goodwill of $1,034 million, about two-thirds of the price, attributed to expected synergies and assembled workforce and not deductible for tax. The allocation may be revised within a year of closing. The acquisition, though closed, remains subject to review by the Argentine competition authority.

Capital structure. In May 2026 Visa accepted 3 million class B-1 and 120 million class B-2 shares in its exchange offer and issued 61 million class B-3 and 23 million class C shares; the tendered class B-1 and B-2 shares were retired. Future escrow-driven conversion-rate adjustments on class B-3 carry four times the impact of a class B-1 adjustment and twice that of a class B-2. As-converted class A shares outstanding fell to 1,880 million at June 30, 2026 from 1,930 million at September 30, 2025. Visa repurchased 14 million class A shares in the quarter at an average $330.71 for $4,878 million, and 50 million shares for $16,537 million over nine months, with $28.4 billion of authorization remaining after the April 2026 addition of a $20.0 billion program to the April 2025 $30.0 billion program. Dividends were $1,273 million in the quarter and $3.9 billion over nine months.

Liquidity and debt. Nine-month operating cash flow was $16,342 million, down from $16,821 million, on higher litigation payments, higher incentive payments and income-tax timing, partly offset by underlying business growth. Investing used $755 million (prior year provided $404 million) on lower proceeds from maturities and sales of investment securities. Financing used $21,540 million against $12,963 million, reflecting senior note repayments at maturity, higher buybacks and lower note issuance proceeds, partly offset by net commercial paper issuance. Visa repaid $4.0 billion and €1.35 billion ($1.6 billion) of maturing senior notes during the nine months and issued $3.0 billion of fixed-rate notes in February 2026 at coupons of 3.80% to 4.70% with 3-to-10-year maturities. Total debt was $24,131 million at June 30, 2026 (carrying value $23,858 million) against $25,392 million at September 30, 2025, including $1.5 billion of commercial paper at a 3.77% weighted-average rate. The next senior note maturity is $1.5 billion in April 2027. Cash, cash equivalents and investment securities were $13.9 billion at June 30, 2026.

Settlement exposure. Maximum daily settlement exposure over the nine months was $168.6 billion and the average was $99.5 billion, against total collateral of $9.5 billion at June 30, 2026 ($8.8 billion at September 30, 2025). Visa flags a forward change: in response to Brazilian regulatory developments it has submitted enhanced operating rule provisions to the Central Bank of Brazil that will require Visa to extend settlement guarantees to sellers; when approved, Visa expects settlement exposure to increase and is reassessing collateral requirements and its risk mitigation framework.

Visa did not publish a quantitative outlook for fiscal 2026 in the quarterly report or the earnings release. Management's forward comments are limited to expecting the shift toward digital commerce and electronic payments to continue, with the extent of volume support depending on consumer spending levels and broader macroeconomic conditions.

Litigation position and the retrospective responsibility plans

From Note 5 and Note 16 of the Form 10-Q, accession 0001403161-26-000104, which supersede the corresponding FY2025 10-K disclosures.

Litigation is not a footnote for Visa; it is a recurring cash cost, a driver of the reported expense line, and, through the retrospective responsibility plans, a mechanism that converts legal losses into share-count reduction rather than class A shareholder loss.

Accrual roll-forward, nine months ended June 30, 2026 ($ millions). Total accrued litigation fell from $3,033 to $1,274, as $159 of provision for uncovered matters and $1,224 for covered matters were more than offset by $3,142 of payments (prior-year nine months: $1,053 of payments). Within that, the U.S. covered litigation accrual fell from $2,698 to $822, with $1,131 of interchange multidistrict litigation provision against $3,007 of payments. The VE territory covered litigation accrual rose from $9 to $89 on $93 of provision. That $93 is why the $1,383 of total provision in the roll-forward exceeds the $1,290 litigation provision on the income statement: under the Europe plan a VE territory covered loss is accrued against a reduction in stockholders' equity rather than charged to the litigation provision expense line, so the income-statement figure is the $159 of uncovered provision plus the $1,131 of U.S. covered accruals.

U.S. retrospective responsibility plan. Settlements of and judgments in U.S. covered litigation are paid from an escrow account. Over the nine months the escrow went from $2,990 to $888 million, absorbing $875 million of deposits and $2,977 million of net payments to opt-out and injunctive-relief-class merchants. The accrual can sit above or below the escrow balance. Each escrow deposit dilutes the class B-1, B-2 and B-3 conversion rates into class A, economically equivalent to a class A repurchase. Over the nine months, deposits of $875 million reduced the as-converted class A count by 3 million shares at an effective price of $341.73.

Europe retrospective responsibility plan. There is no escrow; recovery runs through periodic adjustments to the class A conversion rates on series B and C preferred stock, with covered losses first booked to a contra-equity "right to recover" account. At June 30, 2026 the as-converted value of series B and C preferred stock was $1,269 million (from $1,389 million at September 30, 2025) against book value of $112 million, less $111 million of right to recover, leaving $1,158 million of as-converted recovery capacity available. Series B preferred book value has been reduced to zero, so further series B recoveries run against accumulated income, $3 million was recognized that way in the nine months.

Where the cases stand. The interchange multidistrict litigation, In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, MDL 1720, consolidated in the Eastern District of New York since 2005, is the U.S. merchants' antitrust challenge to Visa's and Mastercard's setting of default interchange reimbursement fees and to related operating rules such as honor-all-cards and the no-surcharge rules. On remand from the Second Circuit the district court split the merchants into two putative classes: a Damages Class, resolved by the 2018 amended settlement agreement, and an Injunctive Relief Class, certified in September 2021 without opt-out rights. On November 10, 2025 Visa and Mastercard reached a superseding and amended settlement with the injunctive-relief class (Form 8-K, accession 0001403161-25-000093). Its terms reach the interchange price itself: 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 with standard U.S. consumer credit capped at 125 basis points, expanded merchant rights to surcharge credit (including where a merchant does not surcharge other credit networks), the ability for merchants to accept U.S. credit cards selectively by category, commercial, premium consumer and standard consumer, and a new merchant education program. That settlement received preliminary court approval on June 9, 2026. On the individual merchant side, Visa has settled with merchants representing approximately 95% of the Visa-branded payment card sales volume of merchants who opted out of the amended damages-class settlement, and settlements reached in the March 2026 quarter resolved all actions that had been scheduled for trial beginning April 2026 in the Southern District of New York. Three damages-class merchants moved in April 2026 for a declaration that the amended settlement's forward-looking release is invalid; Visa and Mastercard moved in June 2026 to enforce the settlement against them. In the Visa Europe territory, proceedings have been brought by more than 1,200 merchant groups since July 2013; Visa has settled the claims of over 950, with over 100 outstanding, and anticipates additional claims, some merchants have entered standstill agreements and the full scope of unfiled claims is not yet known. The U.K. Competition Appeal Tribunal ruled in February 2026 that, outside certain merchant categories, interchange was not passed on by merchants; Visa has sought permission to appeal, and separately obtained permission in March 2026 to appeal the CAT's June 2025 decision that certain interchange rates restrict competition. Other active matters include the U.S. debit class actions, U.S. ATM access fee litigation, and German ATM litigation, on which the German Federal Court of Justice referred questions to the European Court of Justice in June 2026.

Subsequent events

Post-period disclosures in the Form 10-Q for the quarter ended June 30, 2026, accession 0001403161-26-000104.

• Commercial paper capacity expanded. In July 2026 Visa increased the authorized amount of outstanding notes issuable under its commercial paper program from $3.0 billion to $7.0 billion. Outstanding commercial paper was $500 million as of July 28, 2026, down from $1.5 billion at June 30, 2026.
• Dividend declared. On July 28, 2026 the board declared a quarterly cash dividend of $0.67 per class A common share (on an as-converted basis for all other outstanding common and preferred stock), payable September 1, 2026 to holders of record as of August 11, 2026.
• Interchange settlement approval step. On July 15, 2026 the injunctive-relief-class plaintiffs in the interchange multidistrict litigation filed a motion for final approval of the settlement that had received preliminary approval on June 9, 2026.
• New long-dated spending commitments. In July 2026 Visa entered into sponsorship and software arrangements carrying aggregate future minimum payment commitments of approximately $820 million through fiscal 2035.

Beyond the items above, the quarterly report disclosed no acquisitions, divestitures or debt or equity financings occurring after June 30, 2026.

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)

About this file

V annual income statement, balance sheet and cash flow

Taken from the SEC filings and normalized to actual dollars.

• Balance sheet note, FY2023 (fiscal year ended September 30, 2023). The FY2025 10-K balance sheet presents only September 30, 2025 and 2024, so no September 30, 2023 balance sheet is reported here.

V quarterly income statement, balance sheet and cash flow

Taken from the SEC filings and normalized to actual dollars.

• Cash flow note, FY2026 Q3 (three months ended June 30, 2026). The 10-Q presents cash flows only for the nine months ended June 30, 2026, so no separate three-month cash flow statement is reported. See the nine-month figures in the year-to-date section.
• Cash flow note, FY2025 Q3 (three months ended June 30, 2025), prior-year comparative. The 10-Q presents cash flows only on a nine-month basis, so no three-month cash flow statement is reported for this quarter.
• Balance sheet note, FY2025 Q3 (three months ended June 30, 2025), prior-year comparative. The 10-Q presents balance sheets only as of June 30, 2026 and September 30, 2025, so no balance sheet as of June 30, 2025 is reported. The statement of changes in equity does show total equity of $38,664 million at June 30, 2025.

V year-to-date income statement and cash flow

Taken from the SEC filings and normalized to actual dollars.

V trailing twelve month income statement and cash flow

Derived by AI from the figures the filings report. No filing prints these, so none of them is linked.

• Derivation. Fiscal 2025 as reported in the FY2025 Form 10-K, plus the nine months ended June 30, 2026, less the nine months ended June 30, 2025, both as reported in the Form 10-Q for the quarter ended June 30, 2026. Neither filing reports this twelve-month period on its face.

Adjustments

Notes

• All figures are drawn from two filings: the FY2025 Form 10-K (accession 0001403161-25-000089, fiscal year ended September 30, 2025) and the Form 10-Q for the fiscal 2026 third quarter (accession 0001403161-26-000104, quarter ended June 30, 2026).
• Visa's fiscal year ends September 30. The fiscal 2026 third quarter therefore covers the three months ended June 30, 2026, and the fiscal 2026 year to date covers the nine months ended June 30, 2026.
• This record holds exactly the periods those two filings present on their face: fiscal 2025, 2024 and 2023 from the 10-K; the three months ended June 30, 2026 and the three months ended June 30, 2025 from the 10-Q; and the nine-month year-to-date columns the 10-Q prints alongside them. Earlier quarters of fiscal 2026 are not columns in either filing and are reported on their own pages.
• The nine-month columns are reported in a separate year-to-date section rather than among the quarters, because they are cumulative periods and not three-month periods.
• Figures in the filings are presented in millions and have been restated here in actual dollars. Payments and cash volume are presented in the filings in billions and are likewise restated in actual dollars; processed transaction counts are presented in millions and are restated as actual transactions.
• There is no cost of revenue or gross profit line. Client incentives paid to financial institution clients, sellers and other partners are a reduction of gross revenue, not an operating expense, so net revenue is already net of them. Client incentives are shown here as a negative figure inside the income statement for that reason.
• The client incentives line inside the cash flow statement is the non-cash add-back of incentives recognized in the period, and is offset lower down by the cash actually paid; it is not a second revenue reduction.
• The income statement shows earnings per share for each common share class. The class A diluted weighted-average share count is the as-converted total (1,898 million for the fiscal 2026 third quarter), which is larger than the class A shares outstanding on the filing cover because the class B and C shares and the preferred stock convert into class A.
• In May 2026 Visa completed an exchange offer in which it accepted 3 million class B-1 shares and 120 million class B-2 shares and issued 61 million shares of a new class B-3 common stock and 23 million class C shares. Balance sheet share counts for June 30, 2026 are therefore reported as a combined class B-1, B-2 and B-3 total, where earlier periods carry a class B-1 and B-2 total; the two are the same concept, the total of the class B shares outstanding.
• The FY2025 10-K balance sheet presents only September 30, 2025 and 2024, so no September 30, 2023 balance sheet is reported; the income statement and cash flow statement present three years and all three are reported.
• The 10-Q presents cash flows only for the nine months ended June 30, 2026 and 2025. No three-month cash flow statement is reported for either quarter, so the quarterly cash flow entries are left empty and the nine-month figures appear in the year-to-date section.
• Free cash flow is calculated as cash provided by operating activities less purchases of property, equipment and technology. Visa reports no separate capitalized-software line, so purchases of property, equipment and technology is the full capital expenditure figure.
• Total debt is stated at carrying value, which is the sum of current maturities of debt and long-term debt on the balance sheet and reconciles to the total carrying value of debt of $23,858 million in the debt note at June 30, 2026. That figure includes $1,500 million of commercial paper, a borrowing Visa had none of a year earlier.
• During the nine months ended June 30, 2026 Visa repaid $5,565 million of maturing senior notes (€1.35 billion of notes due June 2026 and $4.0 billion of notes due December 2025) and issued $3.0 billion of new fixed-rate senior notes in February 2026.
• In February 2026 Visa acquired Prisma Medios de Pago S.A.U. and Newpay S.A.U. in Argentina for total purchase consideration of $1.5 billion in cash, which is the main reason goodwill rose from $19,879 million at September 30, 2025 to $20,825 million at June 30, 2026.
• Payments volume is reported by Visa on a one-quarter lag relative to the revenue it drives: service revenue for a period is primarily assessed on the prior period's nominal payments volume. Each volume figure is therefore labelled with the period the filing actually measured it over, for example, third-quarter fiscal 2026 service revenue rests on nominal payments volume for the three months ended March 31, 2026, and the fiscal 2025 annual volume figures are measured over the twelve months ended June 30, 2025.
• Dividends declared per class A share are the quarterly rates disclosed in the statements of changes in equity: $0.45 a quarter in fiscal 2023, $0.52 in fiscal 2024, $0.59 in fiscal 2025 and $0.67 in fiscal 2026. Holders of the other common and preferred classes receive the equivalent on an as-converted basis. On July 28, 2026 the board declared a further quarterly dividend of $0.67 per class A share, payable September 1, 2026.
• The trailing-twelve-month section is arithmetic built from the periods the two filings present, not a figure either filing reports on its face.
• Fiscal 2025, 2024 and 2023 as presented in the FY2025 Form 10-K are unchanged from the figures Visa previously reported for those years; nothing was restated.

Uncertainties

• Interest expense in the three months ended June 30, 2025 is $39 million, against $194 million in the same quarter of fiscal 2026 and $566 million for the first nine months of fiscal 2026. The $39 million is what the 10-Q's income statement prints for that column; the filing gives no explanation of why that single quarter is so low, and it makes the year-over-year change in non-operating expense look larger than the underlying interest cost on the debt.
• The trailing-twelve-month diluted earnings per share of $11.75 is derived from rounded per-period figures (fiscal 2025 diluted earnings per share, less the nine months a year ago, plus the current nine months) and is approximate; the underlying trailing net income of $22,592 million is exact arithmetic on reported figures. A weighted-share calculation gives the same $11.75.
• Value-added services revenue is disclosed by Visa only to one decimal place in billions ($3.8 billion in the fiscal 2026 third quarter, $10.3 billion for the first nine months), so those entries carry that rounding. Visa also states that this revenue is recognised inside data processing, other and service revenue and is not a separate income statement line.
• Payments and cash volume are reported by Visa's financial institution clients subject to Visa's review, are rounded to the nearest billion in the filings, and Visa notes that previously presented volume information is occasionally updated. They are operating statistics rather than financial statement line items.
• No balance sheet as of June 30, 2025 is printed in either filing, so the prior-year quarter carries no balance sheet. The statement of changes in equity does report total equity of $38,664 million at that date.
• The estimated fair value of Visa's debt is disclosed at fiscal year ends but not restated on the face of the quarterly balance sheet, so no fair value of debt is reported for June 30, 2026; the $23,858 million shown is carrying value.
• Litigation provisions swing sharply between periods ($253 million in the fiscal 2026 third quarter against $615 million a year earlier, and $1,290 million for the first nine months against $1,659 million) and are management estimates that can be revised. Visa recorded $1.1 billion of additional interchange multidistrict litigation accruals in the first nine months of fiscal 2026 and deposited $875 million into the U.S. litigation escrow account.
• Operating margin in the fiscal 2026 third quarter of 59.1% is below the 60.7% of the year-ago quarter despite 14% net revenue growth, because operating expenses grew 19%, led by a 40% increase in personnel expense. The filing does not break that increase down further on the face of the statements.

Company details

Fiscal period