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Get filing alertsVisa discloses $17.4B interchange litigation exposure, settles Class B exchange offer
Filed May 12, 2026 · Period ending May 11, 2026 · ~1 min read
Key Changes
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Visa disclosed $17.4 billion in estimated interchange fees at issue in unresolved U.S. covered litigation damage claims as of May 11, 2026. This figure excludes certain indirect purchaser actions and will continue to increase.
Item 8.01 — Other Events verify on EDGAR → -
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Visa settled its exchange offer for Class B-1 and B-2 common stock, entering makewhole agreements requiring participating holders to reimburse future litigation escrow deposits in cash once their Class B-3 stock is depleted.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Class C common stock received in the exchange is subject to staged transfer restrictions: one-third transferable before June 25, 2026, two-thirds before August 9, 2026, limiting near-term selling pressure.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
Visa provided its first public quantification of the interchange fees at stake in ongoing U.S. covered litigation, disclosing $17.4 billion in estimated fees subject to unresolved damage claims as of May 11, 2026.
This figure represents the scale of potential exposure in the long-running merchant litigation, though it excludes certain indirect purchaser class actions and will grow as additional interchange fees accrue. The disclosure offers investors a concrete benchmark for assessing litigation risk, though the ultimate liability remains uncertain and subject to legal proceedings.
Simultaneously, Visa completed its previously announced exchange offer for Class B-1 and B-2 common stock, restructuring how certain holders bear litigation costs. Under the makewhole agreements, participating holders will reimburse Visa in cash for their share of future litigation escrow deposits once the Class B-3 stock they received is depleted through conversion rate adjustments. This mechanism shifts the economic burden from dilutive conversion adjustments to direct cash reimbursement, potentially protecting Visa's capital structure while maintaining holders' proportional exposure to litigation outcomes. The staged transfer restrictions on Class C shares received in the exchange limit immediate selling pressure through August 2026.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The information set forth in the first paragraph under Item 1.01 concerning the settlement of the Exchange Offer is incorporated by reference into this Item 8.01.
The filing references settlement information from Item 1.01 regarding an Exchange Offer, though the specific terms are not detailed in the Item 8.01 section provided. This cross-reference suggests the Exchange Offer has been settled as part of the broader litigation resolution efforts.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 12, 2026, Visa Inc. (“Visa”) settled its previously announced exchange offer (the “Exchange Offer”) for any and all outstanding shares of its Class B-1 and Class B-2 common stock, the terms of which were described in the prospectus, dated April 13, 2026, constituting part of Visa’s registration statement on Form S-4, as amended (File No. 333-294062).
In connection with the Exchange Offer, Visa entered into makewhole agreements (collectively, the “Makewhole Agreements”), effective May 11, 2026, with the holders of the Class B-1 common stock and Class B-2 common stock accepted in the Exchange Offer and, where applicable, such holders’ respective parent guarantors.
Visa completed an exchange offer for its Class B-1 and Class B-2 common stock and entered into makewhole agreements with participating holders. These agreements establish obligations for holders who exchanged their shares under the previously disclosed terms in the April 2026 prospectus.
Added in current filing · verify on EDGAR →
Under the Makewhole Agreements, each participating holder is obligated, after the value of the Class B-3 common stock it received in the Exchange Offer has been depleted through downward conversion rate adjustments, to reimburse Visa in cash for the portion of any future deposit into the U.S. covered litigation escrow account that, but for the holder’s participation in the Exchange Offer, would have been absorbed by such holder through downward adjustments to the conversion rate of the Class B-1 common stock or Class B-2 common stock, as applicable, it tendered in the Exchange Offer.
Participating holders must reimburse Visa in cash for their share of future U.S. covered litigation escrow deposits once the Class B-3 stock they received is depleted. This shifts the economic burden of future litigation costs from conversion rate adjustments to direct cash reimbursement, potentially protecting Visa's capital structure while maintaining holders' litigation exposure.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 30, 2026 · How we verify