V 10-K & 10-Q changes, risk factors and insider trading

As a global payments technology company, we are subject to complex and evolving regulations that govern our operations. Such regulations may increase in quantity, complexity and scope in response to heightened geopolitical tensions. See Item 1—Government Regulation for more information on the most significant areas of regulation that affect our business. The impact of these regulations on us, our clients, and other third parties could limit our ability to enforce our payments system rules; require us to adopt new rules or change existing rules; affect our existing contractual arrangements; and increase our compliance costs; and require us to make our technology or intellectual property available to third parties, including competitors, in an undesirable manner.costs. As discussed in more detail below, we may face differing rules and regulations in matters like interchange reimbursement rates, preferred routing, domestic processing and localization requirements, currency conversion, point-of-sale transaction rules and practices, privacy, data use and protection, licensing requirements,requirements and associated product technology. As a result, the Visa operating rules and our other contractual commitments may differ from country to country, state to state, or byproduct products.to product. Complying with these and other regulations increases our costs and operational complexity, and reduces our revenue opportunities.

If widely varying regulations come into existence worldwide, we may have difficulty rapidly adjusting our products, services, fees and other important aspects of our business to comply with the regulations. Our compliance programs and policies are designed to support our compliance with a wide array of regulations and laws, such as regulations regarding anti-money laundering, anti-corruption, competition, money transfer services, privacy,privacy and sanctions, and we continually adjust our compliance programs as regulations evolve. However, we cannot guarantee that our practices will be deemed compliant by all applicable regulatory authorities. In the event our controls should fail or we are found to be out of compliance for other reasons, we could be subject to monetary damages, civil and criminal penalties, litigation, investigations and proceedings, and damage to our global brands and reputation. Furthermore, the evolving and increased regulatory focus on the payments industry could negatively impact or reduce the number of Visa products our clients issue, the volume of payments we process, our net revenue, our brands, our competitive positioning, our ability to use our intellectual property to differentiate our products and services, the quality and types of products and services we offer, the countries in which our products are used, and the types of consumers and merchants who can obtain or accept our products, all of which could harm our business and financial results.

Regulators around the world have been establishing or increasing their authority to regulate various aspects of the payments industry. See Item 1—Government Regulation for more information. In the U.S. and many other jurisdictions, we have historically set default interchange reimbursement fees.IRFs. Even though we generally do not receive any revenue related to interchange reimbursement feesIRFs in a payment transaction (in the context of credit and debit transactions, those fees are paid by the acquirers to the issuers; the reverse is true for certain transactions like ATM transactions), interchange reimbursement feesIRFs are a factor on which we compete with other payments providers and are therefore an important determinant of the volume of transactions we process. Consequently, changes to these fees, whether voluntarily or by mandate, can substantially affect our overall payments volumesvolume and net revenue.

Interchange reimbursement fees, certain operating rules and related practices continue to be subject to increased government regulation globally, and regulatory authorities and central banks in a number of jurisdictions have reviewed or are reviewing these fees, rules,rules and practices. For example:

•Regulations adopted by the U.S. Federal Reserve cap the maximum U.S. debit interchange reimbursement rate received by large financial institutions at 21 cents plus 5 basis points per transaction, plus a possible fraud adjustment of 1 cent. Additionally, the Dodd-Frank Act limits issuers’ and payment networks’ ability to adopt network exclusivity and preferred routing in the debit and prepaid area, which also impacts our business. In response to merchantseller requests, the Federal Reserve has recently taken actions to revisit its regulations that implement these aspects of the Dodd-Frank Act. For example, in October 2022, the Federal Reserve published a final rule effectively requiring issuers to ensure that at least two unaffiliated networks are available for routing ecommerce debit transactions by July 1, 2023. In October 2023, the Federal Reserve issued a proposal for comment that further lowers debit interchange rates, with a mechanism for automatic adjustment every two years. Finally, in August 2025, the District Court for the District of North Dakota ruled that the Federal Reserve exceeded its authority in implementing Regulation II, which sets debit card interchange fees. The court found the Federal Reserve improperly included various costs beyond what the Durbin Amendment allows, such as fraud losses, network fees and other fixed costs, when setting the debit interchange fee standard. As a result, the court vacated Regulation II’s debit interchange fee

arestandard. availableSubsequently, forhowever, routingthe CNPDistrict debitCourt transactionsin byKentucky Julyruled 1, 2023. In October 2023,that the Federal Reserve issuedacted awithin proposalits fordiscretion commentin whichsetting would further lowerthe debit interchange rates,cap. withIf the District Court of North Dakota’s decision is affirmed on appeal and ultimately prevails, it could potentially result in the Federal Reserve setting a mechanismsignificantly lower interchange cap for automaticrelevant adjustmentdebit everytransactions twoin years.the U.S. Separately, there continues to be interest in regulation of credit interchange fees and routing practices by members of Congress and state legislatorslegislators. inIt is possible that the U.S.Credit InCard JuneCompetition 2023,Act legislationmay wasbe reintroduced in theCongress U.S.or Houseattempted to be offered as an amendment to unrelated legislation. Previous versions of Representativesthe legislation were introduced in 2022 and Senate,2023, whichand required among other things, would requirethat large issuing banks to offer a choice of at least two unaffiliated networks over which electronic credit transactions may be processed. Similar legislation was introduced in the previous Congress in 2022 but failed to advance. The current legislation has additional bipartisan support, and while the ultimate outcome of the legislation remains unclear, its sponsors continue to strongly advocate for its passage. Finally, some states in the U.S. have passed or are considering passing laws that regulate how interchange can be set and assessed. For example, in May 2024, Illinois passed a law that restricts the assessment of interchange on the state tax and gratuity portions of a transaction, and restricts financial institutions and payment networks, among others, from using payment transaction data for any purpose other than facilitating or processing a transaction. SuchWhile the Illinois law remains subject to legal challenge, if such laws are allowed to go into effect, they may also impose significant technical and compliance burdens on our business. In Europe, the EU’s IFR places an effective cap on consumer credit and consumer debit interchange fees for both domestic and cross-border transactions within the EEA (30 basis points and 20 basis points, respectively). EU member states have the ability to further reduce these interchange levels within their territories. The European Commission has announced its intention to conduct another impact assessment of the IFR, which could result in even lower caps on interchange rates and the expansion of regulation to other types of products, services and fees.

•Several countries in Latin America continue to explore regulatory measures against payments networks and have either adopted or are exploring interchange caps, including Argentina, Brazil, Chile and Costa Rica. In Asia Pacific, the Reserve Bank of Australia (RBA) which already regulates interchange, continuesrecently toproposed monitorreducing issuesexisting relatedinterchange tocaps on domestic credit and debit transactions and not allowing differential interchange treatment for consumer and commercial transactions. Similarly, in New Zealand, the costCommerce ofCommission acceptance,recently thelowered potentialexisting merits of mandating merchant choice routingcaps on dual network debit cards and competition in digital wallet payments. In 2022, the New Zealand Parliament passed legislation capping domestic interchange rates for debit and credit products, and the government remains focused on lowering costs of digital payments to businesses and consumers.transactions. Interchange is also regulated in certain countries in the Central and Eastern Europe, Middle East and Africa region, including the United Arab Emirates. Finally, many governments, including but not limited to governments in India, Costa Rica, and Turkey, are using regulation to further drive down MDR, which could negatively affect the economics of our transactions.

•While the focus of interchange and MDR regulation has primarily been on domestic ratesrates, historically, there are several examples of increasing focusinterest on cross-border rates inhas recentbeen years.growing. For example, in 2019, we agreed to limit certain cross-border interchange rates in a settlement with the European Commission.Commission Thatin agreement2019, haswhich beenwas extended through 2029. In 2020, Costa Rica became the first country to formally regulate cross-border interchange rates by regulation. Cross-border MDR is also regulated in Costa Rica and Turkey. In June 2022, the UK’s PSR initiated a market review focusing on post-Brexit increases in interchange rates for e-commerce transactions between the UK and Europe.Europe and is proposing to cap cross-border interchange on certain transactions in that geographic corridor. Most recently, in July 2025, New Zealand adopted interchange caps on cross-border transactions including commercial credit transactions. Australia has also proposed adopting caps for cross-border transactions. Cross-border MDR is also regulated in Costa Rica and Turkey.

•As referenced above, withWith increased lobbying by merchantssellers and other industry participants, we are also beginning to see regulatory interest in network fees. For example, the UK’s PSR is conducting a market review into scheme and processing fees. In its interim report, the PSR indicated that it is reviewing possible remedies,remedies in the areas of governance, reporting and transparency, any of which, if adopted, could impose additional complexity and burdens on our business in the UK. Other regulators, for example, those in Australia, the EU, Chile and Chile,New Zealand have expressed an interest in network fees, including issues related to transparency. Finally, in 2024, the Greek Parliament limited acquirer fees for certain small ticket transactions in some merchantseller categories for a period of three years.

•In addition, industry participants in some countries, including Argentina, Chile, Colombia, the Dominican Republic, Paraguay, Peru andPeru, South Africa and Turkey have sought intervention from competition regulators or filed claims relating to certain network rules, including Visa’s restrictions on cross-border acquiring. The Central BankBanks of Chile and the Dominican Republic recently enacted regulation that will permit cross-border acquiring for CNPecommerce transactions under certain conditions. Other countries, like Brazil, have adopted regulations that require us to seek government pre-approval for certain of our network rules, which could also impact the way we operate in certainthose markets.

•Government regulations or pressure may also impact our rules and practices and require us to allow other payments networks to support Visa products or services, to have the other networks’ functionality or brand marks on our products, or to share our intellectual property with other networks. In addition, the EU’s requirement to separate scheme and processing adds costs and impacts the execution of our commercial, innovation and product strategies.

•We are also subject to central bank oversight in a growing number of countries, including Brazil, India, the UK and within the EU. In several jurisdictions, we have been designated as a “systemically important payment system.” Some countries with existing oversight frameworks are looking to further enhance their regulatory powers, while regulators in other jurisdictions are considering or adopting approaches based on these regulatory principles. For example, in October 2023, VisaNet was designated as a prominent payment system in Canada. These types of designations generally result in oversight of authorization, clearing and settlement activities, including policies, procedures and requirements related to governance, client and seller access to our payment systems, reporting, cybersecurity, processing infrastructure, capital,capital and/or credit risk management. We could also be required to adopt policies and practices designed to mitigate settlement and liquidity risks, including increased requirements to maintain sufficient levels of capital and financial resources locally, as well as localized risk management or governance. Increased oversight could also include new criteria for member participation and merchant access to our payment systems. Furthermore, as governments increase their focus on cybersecurity, parts of our business have become considered significant or critical infrastructure by certain central banks.

•As innovations in payment technology have enabled us to expand into new products and services, they have also expanded the potential scope of regulatory influence. For instance, new products and capabilities, including tokenization, push payments,payments and newcross-border flowsmoney (e.g.,movement Visa B2B Connect)solutions could bring increased licensing or authorization requirements in the countries where the product or capability is offered. Furthermore, certain portions of our business are regulated as payment institutions or as money transmitters, subjecting us to various licensing, supervisory,supervisory and other requirements. As we continue to expand our capabilities and offerings in furtherance of our networkmulti-year of networksgrowth strategy, we will need to obtain new types of licenses. These licenses could result in increased supervisory and compliance obligations that are distinct from the obligations we are subject to in our capacity as a payment card network.

Regulators around the world increasingly take note of each other’s approaches to regulating the payments industry. Consequently, a development in one jurisdiction may influence regulatory approaches in another. The risks created by a new law, regulation or regulatory outcome in one jurisdiction have the potential to be replicated and to negatively affect our business in another jurisdiction or in other product offerings. For example, our settlement with the European Commission on cross-border interchange rates has drawn preliminary attention from some regulators in other parts of the world. Similarly, new regulations involving one product offering may prompt regulators to extend the regulations to other product offerings. For example, credit payments could become subject to similar regulation as debit payments (or vice versa). The RBA initially capped credit interchange, but subsequently capped debit interchange as well.

When we cannot set default interchange reimbursement rates at optimal levels, issuers and acquirers may find our payments system less attractive. This may increase the attractiveness of other payments systems, such as our competitors’ closed-loop payments systems with direct connections to both merchantssellers and consumers. We believe some issuers may react to such regulations by charging new or higher fees, or reducing certain benefits to consumers, which makemakes our products less appealing to consumers. Some acquirers may elect to charge higher MDR regardless of the Visa interchange reimbursement rate, causing merchantssellers not to accept our products or to steer customersconsumers to alternative payments systems or forms of payment. In addition, in an effort to reduce the expense of their payment programs, some issuers and acquirers have obtained, and may continue to obtain, incentives from us, including reductions in the fees that we charge, which directly impacts our net revenue. The evolving and increasing regulatory focus on the payments industry could negatively impact or reduce the number of Visa products our clients issue, the volume of payments we process, our net revenue, our brands, our competitive positioning, our ability to use our intellectual property to differentiate our products and services, the quality and types of products and services we offer, the countries in which our products and services are used, and the types of consumers and sellers who can obtain or accept our products and services, all of which could harm our business and financial results.

Finally, policymakers and regulatory bodies in the U.S., Europe,Europe and other parts of the world are exploring ways to reform existing competition laws to meet the needs of the digital economy, including restricting large technology companies from engaging in mergers and acquisitions, requiring them to interoperate with potential competitors, and prohibiting certain kinds of self-preferencing behaviors. While the focus of these efforts remains primarily on increasing regulation of large technology, ecommerce and social media companies, they could also have implications for other types of companies including payments networks, which could constrain our ability to effectively manage our business or potentially limit how we make our products and services available.

In China, UnionPay remains the predominant processor of domestic payment card transactions and operates the predominant domestic acceptance mark.market. Although we filed an application with the People’s Bank of China (PBOC) in May 2020 to operate a Bank Card Clearing Institution (BCCI) in China, the timing and the procedural steps for approval remain uncertain. There is no guarantee that the license to operate a BCCI will be approved or, if we obtain such license, that we will be able to successfully compete with domestic payments networks. Co-badging and co-residency regulations also pose additional challenges in markets where Visa competes with national networks for issuance and routing. Certain banks have issued dual-branded cards for which domestic transactions in China are processed by UnionPay and transactions outside of China are processed by VisaVisa, UnionPay or other international payments networks. TheAlthough the PBOC has permitted Visa and UnionPay’s cooperation on upgrading magstripe dual-branded cards to chip cards, these modernization efforts are limited to existing cards and not new issuances. Looking forward, the PBOC is contemplatingconsidering thatphasing out dual-branded cards be phased out over time as new licenses are issued to international companies to participate in China’s domestic payments market. Accordingly,In response, we have been working with Chinese issuers to issue Visa-only branded cards for international travel, and later for domestic transactions should we obtain a BCCI license. However, notwithstanding such efforts, thethese phaserestrictions out ofon dual-branded cards hashave decreased our paymentpayments volumesvolume and impacted the net revenue we generate in China.

UnionPay has grown rapidly in China and is actively pursuing international expansion plans, which could potentially lead to regulatory pressures on our international routing rule (which requires that international transactions on Visa cards be routed over VisaNet). Furthermore, although regulatory barriers shield UnionPay from competition in China, alternative payments providers such as Alipay and WeChat Pay have rapidly expanded into ecommerce, offline,offline and cross-border payments, which could make it difficult for us to compete even if our license is approved in China. NetsUnion Clearing Corp, a Chinese digital transaction routing system, and other such systems could have a competitive advantage in comparison with international payments networks.

RegulatoryOngoing regulatory initiatives in India, including a data localization mandaterequirements implementedwhich bycontinue theto government,evolve, have cost implications for us and could affect our ability to effectively compete with domestic payments providers. Furthermore, any inability to meet the requirements of the data localization mandate could impact our ability to do business in India. In Europe, the European Central Bank has announced initiatives to reduce reliance on international payment networks. For example, with the support of the European Central Bank, a group of European banks announced their intent to launch a pan-European payment system, the European Payments Initiative (EPI)., Whileled EPI subsequently announcedby a focus on account-to-account instant payments across a range of use cases, the purported motivation behind EPI is to reduce the risks of disintermediationgroup of European providersbanks, bylaunched internationala technologypan-European companiesA2A payment system, Wero. More recently, the European Central Bank has embarked on a multi-year effort to explore a digital euro, an alternative to foreign digital currency and continuedpayment relianceservice onproviders. internationalIn payments networks for intra-Europe card transactions. Furthermore,addition, regional groups of countries, such as the Gulf Cooperation Council (GCC) and a number of countries in Southeast Asia (e.g., Malaysia), have adopted or may consider, efforts to restrict our participation in the processing of regional transactions. The African Development Bank has also indicated an interest in supporting national payment systems in its efforts to expand financial inclusion and strengthen regional financial stability. Finally, some countries such as Nigeria and South Africa are mandating on-shore processing of domestic transactions. Geopolitical events, including sanctions,sanctions and trade tensions or other types of activities have intensified these activities, which could adversely affect our business. For example, in the aftermath of U.S. and European sanctions against Russia and the decision by U.S. payments networks, including Visa, to suspend operations in the country, some countries have expressed concerns about their reliance on U.S. financial services companies, including payments networks, and have taken steps to bolster the development of domestic solutions.solutions, in light of U.S., European and UK sanctions against Russia and the decision by U.S. payments networks, including Visa, to suspend operations in the country. Separately, Russia has called for the BRICS countries (aled five-country bloc made up ofby Brazil, Russia, India, China and South Africa, and which has recently expanded to include countries such as Egypt, Ethiopia, Iran, Saudi Arabia,Arabia and the United Arab Emirates), to lessen dependence on Western payments systems by, among other things, integrating payments systems and cards across member countries.

Central banks in a number of countries, including those in Argentina, Australia, Brazil, Canada, Europe, India, Indonesia and Mexico, are in the process of developing or expanding national RTP networks and instant payment solutions with the goal of driving a greater number of domestic transactions onto these systems. In July 2023, the U.S. Federal Reserve launched its FedNow Service with core clearing and settlement functionality, and expects to add more features and enhancements over time. Some countries are also exploring cross-border connectivity of their respective RTP systems. Finally, an increasing number of jurisdictions are exploring the concept of building central bank digital currencies for retail payments, such as the European Central Bank’s Digitaldigital Euroeuro initiative. If successfully deployed, these national payment platforms and digital currencies could have significant implications for Visa’s domestic and cross-border payments, including potential disintermediation.

Due to our inability to manage the end-to-end processing of transactions for cards in certain countries (e.g., ThailandThailand, Mexico), we depend on our close working relationships with our clients or third-party service providers to ensure transactions involving our products are processed effectively. Our ability to do so may be adversely affected by regulatory requirements and policies pertaining to transaction routing or on-shore processing. In general, national laws that protect or otherwise support domestic providers or processing may increase our costs; decrease our payments volumesvolume and impact the net revenue we generate in those countries; decrease the number of Visa products issued or processed; impede us from utilizing our global processing capabilities and controlling the quality of the services supporting our brands; restrict our activities; limit our growth and the ability to introduce new products, services and innovations; force us to leave countries or prevent us from entering new markets; and create new competitors, all of which could harm our business.

Laws and regulations regarding the handling of personal data, including laws and regulations related to privacy, cybersecurity and AI, may impede our services or result in increased costs, legal claims,claims or fines against us.

Our business relies on the processing of data across national borders. LegalLegislators requirementsand relatingregulators toaround the collection, storage, handling, use, disclosure, transfer, disposal and security of personal data continue to evolve, and weworld are subjectincreasingly toadopting anor increasing number ofrevising privacy, data protection, cybersecuritydata management, data transfer, AI and AIcybersecurity requirementslaws aroundand the world.regulations. For example, our ongoing efforts to comply with complex U.S. state privacy and data protection regulations, and emerging international privacy and data protection laws,laws may increase the complexity of our compliance operations, entail substantial expenses, divert resources from other initiatives and projects, andrequire limit the services we are ableus to offer.modify Additionally,our data processing practices, policies or services, and adversely impact our business. In addition, privacy laws in othernumerous regions,jurisdictions, suchincluding asbut China’snot Personallimited Informationto Protectionthe LawU.S., China, India, Australia, New Zealand, Brazil, Kingdom of Saudi Arabia, Hong Kong and India’s Personal Data Protection Act, mayJapan, have extraterritorialestablished applicationspecific andlegal includerequirements restrictions onfor cross-border datatransfers transfers,of extensivepersonal notification and localization requirements,information and substantial compliance and audit obligations. Certain countries have also established specific legal requirements for data localization, such as where personal data must remain stored in the country. The global proliferation of new privacy and data protection laws may lead to inconsistent and conflicting requirements,requirements or legal interpretations, which create an uncertain regulatory environment. Noncompliance could also result in regulatory penalties and significant legal liability. Enforcement actions and investigations by regulatory authorities into companies related to data security incidents and privacy violations are generally increasing. In Europe, data protection authorities continue to apply and enforce the General Data Protection Regulation (GDPR), imposing record setting fines. As we develop integrated and personalized products and services and acquire new companies to meet the needs of a changing marketplace, we may expand our data profile through additional data types and sources, across multiple channels, and involving new partners. This potential expansion could amplify the impact of these various laws and regulations on our business. As a result, we are required to constantly monitor our privacy, data and cybersecurity practices and potentially change them when necessary or appropriate. We also may need to provide increased care in our data management, governance and quality practices, particularly as it relates to the use of data in products leveraging AI.

The application of tax laws requires significant judgment and can be subject to uncertainty and differing interpretations. We are currently under examination by, or in disputes with, the U.S. Internal Revenue Service as well as tax authorities in other jurisdictions, and we may be subject to additional examinations or disputes in the future. We exercise significant judgment and make estimates that we believe to be reasonable in calculating our worldwide provision for income taxes and other tax liabilities. However, relevant tax authorities may disagree with our estimates, interpretations or tax treatment of certain material items. Failure to sustain our position in these matters could adversely affect our cash flows and financial position. In addition, changes in existing laws in the U.S. or foreign jurisdictions, including unilateral actions of foreign jurisdictions to introduce digital services taxes, or changes resulting from the Organization for Economic Cooperation and Development’s proposals for the international tax system, including the introduction of a global minimum tax with widespread implementation by member countries, may also materially affect our effective tax rate and could increase our tax payments. Please see Item 7 and Note 19—Income Taxes to our consolidated financial statements included in Item 8 of this report.

We are involvedsubject into numerous litigation matters, investigations, claims, examinations, information gathering requests, subpoenas, government and regulatory proceedings asserted by civil litigants, governments,governments and enforcement bodies investigating or alleging, among other things, violations of competition and antitrust law, consumer protection law, privacy law and intellectual property law (these are referred to as “actions” in this section). Details of the most significant actions we face are described more fully in Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report. These actions are inherently uncertain, expensive and disruptive to our operations. In the event we are found liable or reach a settlement in any action, particularly in a large class action lawsuit, such as one involving an antitrust claim entitling the plaintiff to treble damages in the U.S., or we incur liability arising from a government investigation, we may be required to pay significant awards or judgments, settlements, costs or fines. In addition, settlement terms, judgments, orders, pressures or events in or resulting from actions have impacted and may continue to impact our business by creating uncertainty for our business or by influencing or requiring us to modify, among other things, the default interchange reimbursement rates we set, the Visa operating rules or the way in which we enforce those rules, our fees or pricing, or the way we do business. These actions or their outcomes may also influence regulators, investigators, governments or civil litigants in the same or other jurisdictions, which may lead to additional actions against Visa. Finally, we are required by some of our commercial agreements to indemnify other entities for litigation brought against them, even if Visa is not a defendant.

by some of our commercial agreements to indemnify other entities for litigation brought against them, even if Visa is not a defendant. For certain actions like those that are U.S. covered litigation or VE territory covered litigation, as described in Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report, we have certain financial protections pursuant to the respective retrospective responsibility plans. The two retrospective responsibility plans are different in the protections they provide and the mechanisms by which we are protected. The failure of one or both of the retrospective responsibility plans to adequately insulate us from the impact of such settlements, judgments, losses,losses or liabilities could materially harm our financial condition or cash flows, or even cause us to become insolvent.

The global payments space is intensely competitive. As technology evolves and consumer expectations change, new competitors or methods of payment emerge, and existing clients and competitors assume different roles. Our products compete with cash, checks, electronic payments, virtual currency payments, global or multi-regional networks, other domestic and closed-loop payments systems, digital wallets and alternative payments providers primarily focused on enabling payments through ecommerce and mobile channels. As the global payments space becomes more complex, we face increasing competition from our clients, other emerging payment providers such as fintechs, other digital payments, technology companies that have developed payments systems enabled through online activity in ecommerce, social media, and mobile channels, other providers of CMS and VAS offerings, as well as governments in a number of jurisdictions (e.g., U.S., Brazil and India), that are developing, supporting and/or operating national schemes, RTP networks and other payment platforms. For more information, please see Item 1—Competition above.

Our competitors may acquire, develop,develop or make better use of substantially better technology, have more widely adopted delivery channels, or have greater financial resources. They may offer more effective, innovative or a wider range of programs, products and services. They may use more effective advertising and marketing strategies that result in broader brand recognition and greater use, including with respect to issuance and merchantseller acceptance. They may also develop better security solutions or offer more favorable pricing arrangements.pricing. Moreover, even if we successfully adapt to technological change and the proliferation of alternative types of payment services by developing and offering our own services in these areas, such services may provide less favorable financial terms for us than we currently receive from VisaNet transactions,us, which could hurt our financial resultsresults. We expect to face more competition as AI continues to advance and prospects.GenAI and agentic AI capabilities become integrated into payments and related services in two main ways: first, by competitors successfully enhancing their products, services and external offerings with AI to achieve greater and faster product adoption; and second, by competitors providing internal AI tools to upskill their employees for greater operational efficiencies and impact. In addition, our competitors may have, or in the future may obtain, proprietary rights that would prevent, limit or interfere with our ability to design, use or sell our own AI-based offerings or services to our clients and other third parties. If we do not continue to invest in developing and supporting our AI-based initiatives, we may fall behind technological developments and evolving industry standards, which would likewise harm our reputation and ability to effectively compete, retain clients or grow our business.

•We, along with our competitors, clients, network participants, and others are developing or participating in alternative payments systems or products, such as mobile payment services, ecommerce payment services, P2P payment services, real-time and faster payment initiatives, and payment services that permit ACH or direct debits from or to consumer checking accounts, that could either reduce our role or otherwise disintermediate us from the transaction processing or the value-added services we provide to support such processing. Examples include initiatives from The Clearing House, an association consisting of large financial institutions that has developed its own faster payments system; Early Warning Services, which operates Zelle, a bank-offered alternative network that provides another platform for faster funds or real-time payments across a variety of payment types, including P2P, corporate and government disbursement, bill pay and deposit check transactions; and cryptocurrencycryptocurrency, orincluding stablecoin-based payments initiatives.

•Participants in the payments industry may merge, form joint ventures or enable or enter into other business combinations or bilateral agreements that strengthen their existing business propositions or create new, competing payment services. For example, parties may agree not to use our payments network for processing transactions resulting in sellers processing transactions directly with issuers, or processors processing transactions directly with issuers and acquirers.

•New or revised industry standards for or related to online checkout and web payments, cloud-based payments, tokenization or other payments-related technologiespayments set by individual countries, regions or standard setting organizations such as the International Organization for Standardization, American National Standards Institute, World Wide Web Consortium, European Card Standards Group, PCI Co, Nexo and EMVCo may result in additional costs and expenses for Visa and its clients, or otherwise negatively impact the functionality and competitiveness of our products and services.

As the competitive landscape is quickly evolving, we may not be able to foresee or respond sufficiently to emerging risks associated with new businesses, products, services and practices. We may be asked to adjust our local rules and practices, develop or customize certain aspects of our payment services, adjust the economics or pricing for our offerings, or agree to business arrangements that may be less protective of Visa’s proprietary technology and interests in order to compete and we may face increasing operational costs and risk of litigation concerning intellectual property. Our failure to compete effectively in light of any such developments could harm our business and prospects for future growth.

Our net revenue and profits are dependent on our client and merchantseller base, which may be costly to win, retain and develop.

Our financial institution clients and merchantssellers can reassess their commitments to us at any time or develop their own competitive services. While we have certain contractual protections, our clients, including some of our largest clients, generally have flexibility to issue non-Visa products. Further, inIn certain circumstances, our financial institution clients may decide to terminate our contractual relationship on relatively short notice without paying significant early termination fees. Because a significant portion of our net revenue is concentrated among our largest clients, the loss of business from any one of these larger clients could harm our business, results of operations and financial condition. For more information, please see Note 14—Enterprise-wideSegment Disclosures and Concentration of BusinessInformation to our consolidated financial statements included in Item 8 of this report. It may also be difficult or costly for us to acquire or conduct business with financial institutions or sellers that have longstanding exclusive, or nearly exclusive, relationships with our competitors. These financial institutions or sellers may be more successful and may grow more quickly than our existing clients or sellers. If there is a consolidation or acquisition of one or more of our largest clients or co-brand partners by a financial institution client or seller with a strong relationship with one of our competitors, it could result in our business shifting to a competitor, which could put us at a competitive disadvantage and harm our business.

In addition, we face intense competitive pressure on the prices we charge our financial institution clients. In certain regions, we are increasingly facing competition from RTP networks, other payment facilitators offering lower pricing, and government involvement in domestic and cross-border payments. In order to stay competitive, we may need to adjust our pricing or offer incentives to our clients to grow payments volume, enter new market segments, adapt to regulatory changes, and expand their use and acceptance of Visa products and services. These include up-front cash payments, fee discounts, rebates, credits, performance-based incentives, marketing and other support payments that impact our net revenue and profitability. In addition, we offer incentives to certain merchantssellers and acquirers to encourage them to route transactions to Visa. Pressures on pricing, incentives, fee discounts and rebates could moderate our growth. If we are not able to implement cost containment and productivity initiatives in other areas of our business or grow our volumesvolume in other ways to offset or absorb the financial impact of these incentives, fee discounts and rebates, it may harm our net revenue and profits.

Merchants’Sellers’ and processors’ continued push to lower acceptance costs and challenge industry practices could harm our business.

We rely in part on merchantssellers and their relationships with our clients or their agents to maintain and expand the use and acceptance of Visa products. Certain merchantssellers and merchant-affiliatedseller-affiliated groups have been exerting their influence in the global payments system in certain jurisdictions, such as the U.S., Australia, Canada and Europe, to attempt to lower acceptance costs paid by merchantssellers to acquirers or their agents to accept payment products or services, by lobbying for new legislation, seeking regulatory intervention, filing lawsuits and in some cases, surcharging or refusing to accept Visa products. If they are successful in their efforts, we may face increased compliance and litigation expenses, issuers may decrease their issuance of our products, and consumer usage of our products could be adversely impacted. For example, in the U.S., certain stakeholders have raised concerns regarding how payment security standards and rules may impact debit routing choice and the cost of payment card acceptance. In addition to ongoing litigation related to the U.S. migration to EMV-capable cards and point-of-sale terminals, U.S. merchant-affiliatedseller-affiliated groups and processors have expressed concerns regarding the EMV certification process and some policymakers have expressed concerns about the roles of industry bodies such as EMVCo and the Payment Card Industry Security Standards Council in the development of payment card standards. Additionally,Moreover, many merchantssellers have advocated for lower acceptance costs in the form of reduced interchange rates, which could result in some issuers eliminating or reducing their promotion or use of Visa’s products and services, eliminating or reducing cardholder benefits such as rewards programs, or charging account holders increased or new fees for using Visa-branded products, all of which could negatively impact Visa’s transactionpayments volumesvolume and related revenue. Finally, some merchantssellers and processors have advocated for changes to industry practices and Visa acceptance requirements at the point of sale, including the ability for merchantssellers to accept only certain types of Visa products, to mandate only PIN authenticated transactions, to differentiate or steer among Visa product types issued by different financial institutions, and to impose surcharges on customersconsumers presenting Visa products as their form of payment. A number of the issues flagged in this risk factor are subject to pending litigation. For more information, please see Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report. If successful, these efforts could adversely impact consumers’ usage of our products and decrease our overall transactionpayments volumesvolume and net revenue, lead to regulatory enforcement and/or litigation that increases our compliance and litigation expenses, and ultimately harm our business.

We depend on relationships with financial institutions, acquirers, processors, merchants,sellers, payment facilitators, ecommerce platforms, fintechs and other third parties.

Visa is a global payments technology company that facilitates secure, reliable and efficient global commerce and money movement across more than 200 countries and territories among a global set of consumers, merchants, financial institutions and government entities through innovative technologies.movement. We provide transaction processing services (primarily authorization, clearing and settlement) toamong ourconsumers, issuing and acquiring financial institutioninstitutions and merchantsellers. clientsWe throughare VisaNet,focused on extending, enhancing and investing in our proprietary advanced transaction processing network.network, WeVisaNet, to offer products,a solutionssingle andconnection servicespoint thatfor facilitate secure, reliable and efficientfacilitating money movement to multiple endpoints through various form factors and innovative technologies across more than 200 countries and territories. Visa is not a financial institution. We do not issue cards, extend credit or set rates and fees for allaccount participantsholders inof theVisa ecosystem.products.

Financial overview. A summary of our as-reported U.S. GAAP and non-GAAP operating results is as follows:

Highlights for fiscal 2024.2025. Net revenue increased 10%11% over the prior year, primarily due to the growth in processed transactions, nominal cross-border volume, processed transactions and nominal payments volume, partially offset by higher client incentives. See Results of Operations—Net Revenue below for further discussion. Exchange rate movements did not have a material impact on net revenue growth.

GAAP operating expenses increased 6%30% over the prior year, primarily driven by higher expenseslitigation related to personnel, generalprovision and administrativepersonnel and marketing expenses, partially offset by lower litigation provision.expenses. See Results of Operations—Operating Expenses below for further discussion. Non-GAAPExchange rate movements did not have a material impact on operating expenses increased 11% over the prior year, primarily driven by higher expenses related to personnel, general and administrative and marketing expenses.growth.

Release of preferred stock. In JulyAugust 2024,2025, we released $2.7$1.4 billion of the as-converted value from our series B and C preferred stock and issued 99,26440,080 shares of series A preferred stock in connection with the eighthninth anniversary of the Visa Europe acquisition. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report.

Continued resolution in the interchange multidistrict litigation will be considered by our board of directors with regards to successive exchange offers for class B common stock. Visa may, but is under no obligation to, conduct a successive exchange offer for class B common stock if (i) one year has passed since the initial exchange offer for the next preceding class of class B common stock; and (ii) if the estimated interchange reimbursement fees at issue in unresolved claims for damages in the U.S. covered litigation have been reduced by 50% or more since the consummation of the prior exchange offer (or in the case of the first successive exchange offer, since October 1, 2023), as determined by Visa. The estimated interchange reimbursement fees at issue in unresolved claims for damages in the U.S. covered litigation werewas approximately $49.6 billion as of October 1, 2023 and was approximately $39.4 billion(1) as of October 1, 2024, were approximately $48.4 billion(1).2025.

Common stock repurchases. In April 2025, our board of directors authorized a $30.0 billion share repurchase program, providing multi-year flexibility. During fiscal 2024,2025, we repurchased 6454 million shares of our class A common stock in the open market for $17.0$18.2 billion. As of September 30, 2024,2025, our share repurchase program had remaining authorized funds of $13.1$24.9 billion. See Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report.

•Amortization of acquired intangible assets. Amortization of acquired intangible assets consists of amortization of intangible assets such as technology,technology and customer relationships and trade names acquired in connection with business combinations executed beginning in fiscal 2019. Amortization charges for our acquired intangible assets are non-cash and are significantly affected by the timing, frequency and size of our acquisitions, rather than our core operations. As such, we have excluded this amount to facilitate an evaluation of our current operating performance and comparison to our past operating performance.

•Acquisition-related costs. Acquisition-related costs consist primarily of one-time transaction and integration costs associated with our business combinations. These costs include professional fees, technology integration fees, restructuring activities and other direct costs related to the purchase and integration of acquired entities. These costs also include retention equity and deferred compensation when they are agreed upon as part of the purchase price of the transaction but are required to be recognized as expense

agreed upon as part of the purchase price of the transaction but are required to be recognized as expense post-combination. We have excluded these amounts as the expenses are recognized for a limited duration and do not reflect the underlying performance of our business.

•Lease consolidation costs. During fiscal 2025 and 2024, we recorded a chargecharges within general and administrative expense associated with the consolidation of certain leased office spaces. We have excluded these amounts as theyit dodoes not reflect the underlying performance of our business.

Non-GAAP operating expenses, non-operating income (expense), income tax provision, effective income tax rate, net income and diluted earnings per share should not be relied upon as substitutes for, or considered in isolation from, measures calculated in accordance with U.S. GAAP. The following tables reconcile our as-reported financial measures, calculated in accordance with U.S. GAAP,GAAP to our respective non-GAAP financial measures:

The following tablestable presentpresents nominal payments and cash volume:

The following table presents the changechanges in nominal and constant payments and cash volume:

Net revenue increased in fiscal 20242025 over the prior year primarily due to the growth in processed transactions, nominal cross-border volume, processed transactions and nominal payments volume, partially offset by higher client incentives.

•Service revenue increased in fiscal 20242025 over the prior year primarily due to 7% growth in nominal payments volume.volume of 7%, select pricing modifications and card benefits.

•Data processing revenue increased in fiscal 20242025 over the prior year primarily due to 10% growth in processed transactions.transactions of 10% and select pricing modifications.

•International transaction revenue increased in fiscal 20242025 over the prior year primarily due to growth in nominal cross-border volume of 14%,13%, excluding transactions within Europe, partiallyand offset by lowerhigher volatility of a broad range of currencies.currencies, partially offset by business mix.

•Other revenue increased in fiscal 20242025 over the prior year primarily due to growth in marketingadvisory and consultingother services and select pricing modifications.

•Client incentives increased in fiscal 20242025 over the prior year primarily due to growth in payments volume. The amount of client incentives we record in future periods will vary based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts.

•Professional fees mainly consist of feeslegal for legal,fees, consulting fees and otherexpenses professionalassociated services.with client engagements.

•Litigation provision represents litigation expenses for accruals related to legal matters that are not covered by the U.S. retrospective responsibility plan or the Europe retrospective responsibility plan (uncovered legal matters) and isadditional accruals associated with the interchange multidistrict litigation which are covered by the U.S. retrospective responsibility plan (U.S. covered litigation). The accruals are an estimate based on management’s understanding of our litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management’s best estimate of incurred loss.

•Personnel expenses increased in fiscal 20242025 over the prior year primarily due to a higher number of employees and compensation,compensation reflectingfocused ouron strategyareas tothat investwill indrive futurehigher long-term growth, including acquisitions. In addition, the increase in fiscal 2025 over the prior year was due to severance costs in the current year to realign our organizational structure.

•ProfessionalMarketing Feesexpenses increased in fiscal 20242025 over the prior year primarily due to higher consultingspending andfor advisoryclient fees.marketing.

•DepreciationNetwork and amortizationprocessing expenses increased in fiscal 20242025 over the prior year primarily due to additionalcontinued depreciationtechnology and amortizationprocessing from our on-goingnetwork investments to support growth and acquisitions.

•LitigationDepreciation provisionand decreasedamortization expenses increased in fiscal 20242025 over the prior year primarily due to loweradditional accrualsamortization relatedand todepreciation the U.S. covered litigation, partially offset by higher accruals related to uncovered litigation. See Note 20—Legal Matters tofrom our consolidatedon-going financialinvestments statementsand included in Item 8 of this report.acquisitions.

Non-operating income (expense) primarily includes interest income on cash and investments, interest expense from borrowings, interest related to borrowings,taxes, and gains and losses on equity investments and derivative instruments as well as interest expense related to taxes.derivatives.

•InvestmentInterest incomeexpense (expense) and other increaseddecreased in fiscal 20242025 over the prior year primarily due to higher interest incomebenefit onrelated ourto cash and investmentstaxes and lower losses onfrom ourderivatives, equitypartially investments.offset Seeby Notehigher 6—Fairinterest Valueexpense Measurements and Investmentsrelated to ourthe consolidatedissuance financialof statements includeddebt in Itemfiscal 8 of this report.2025.

The effective income tax raterates in fiscal 20242025 differs from the effective tax rate inand fiscal 20232024 primarilywere due17% to a tax position taken across jurisdictions, as well asincluding the following:

•during fiscal 2024,2025, a $223$263 million tax benefit as a result of thea conclusiontax ofposition auditstaken on certain expenses; and

•during fiscal 2023,2024, a $142$223 million tax benefit due to the reassessment of an uncertain tax position as a result of newthe informationconclusion obtainedof during an ongoing tax examination.audits.

During fiscal 2024, theThe Organization for Economic Cooperation and Development (OECD) published administrative guidance around the implementation of a 15% global minimum tax (Pillar Two). Various OECD member countries have either enacted or are in the process of enacting Pillar Two legislation, which will apply to Visa beginning in fiscal 2025.legislation. While wethere dowas not expect ano material tax impact in fiscal 2025, we are monitoring developments and evaluating the potential impact of Pillar Two on future years.

Highlights. For the three and sixnine months ended MarchJune 31,30, 2026, net revenue increased 17%14% and 16%15%, respectively, over the prior-year comparable periods, respectively, primarily due to the growth in nominal cross-border volume, nominal payments volume and processed transactions, partially offset by higher client incentives. See Results of Operations—Net Revenue below for further discussion. For the three and sixnine months ended MarchJune 31,30, 2026, exchange rate movements increased our net revenue growth by approximately one percentage point.

For the three and nine months ended MarchJune 31,30, 2026, operating expenses decreasedincreased 4%19% and 13%, respectively, over the prior-year comparable period, primarily driven by lower litigation provision, partially offset by higher personnel and marketing expenses. For the six months ended March 31, 2026, operating expenses increased 10% over the prior-year comparable period,periods, primarily driven by higher marketing, personnel andexpenses. professionalThe fees.increase over the nine-month prior-year comparable period was also driven by higher marketing expenses. See Results of Operations—Operating Expenses below for further discussion. For the three and sixnine months ended MarchJune 31,30, 2026, exchange rate movements negatively impactedincreased our operating expense growth by approximately twoone percentage points.point and one-and-a-half percentage points, respectively.

For the three and sixnine months ended MarchJune 31,30, 2026, non-GAAP operating expenses increased 17% over the prior-year comparable periods, primarily driven by higher personnel, marketing and professionalpersonnel fees.expenses.

Interchange multidistrict litigation. For the sixnine months ended MarchJune 31,30, 2026, we recorded additional accruals of $894$1.1 millionbillion to address claims associated with the interchange multidistrict litigation. We also made deposits of $625$875 million into the U. S. litigation escrow account. The additional accruals related to the interchange multidistrict litigation could be higher or lower than the deposits made into the U.S. litigation escrow account. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 1516—Legal Matters to our unaudited consolidated financial statements.

(1)Service revenue in a given quarter is primarily assessed based on nominal payments volume in the prior quarter. Therefore, service revenue reported for the three and sixnine months ended MarchJune 31,30, 2026 and 2025, respectively, was based on nominal payments volume reported by our financial institution clients for the three and sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. On occasion, previously presented volume information may be updated. Prior period updates are not material.

Net revenue increased over the three and six-monthnine-month prior-year comparable periods primarily due to the growth in nominal cross-border volume, nominal payments volume and processed transactions, partially offset by higher client incentives. Volume growth was driven primarily by continued resilience in consumer spending and ongoing expansion in digital commerce. Cross-border volume growth was supported by cross-border ecommerce and travel-related activity. NominalFor the three and nine months ended June 30, 2026, nominal payments volume growth of 10% was supported by broad-based growth across both credit

11% and 10% was supported by broad-based growth across both credit and debit spending, with ecommerce continuing to grow faster than face-to-face spend. We expect that the ongoing shift toward digital commerce and electronic payments will continue; however, the extent to which these trends support volume increases will depend on a number of factors, including consumer spending levels and broader macroeconomic conditions.

Our net revenue is impacted by the overall strengthening or weakening of the U.S. dollar as payments volume and related revenue denominated in local currencies are converted to U.S. dollars. For the three and sixnine months ended MarchJune 31,30, 2026, exchange rate movements increased our net revenue growth by approximately one percentage point. Foreign exchange rate movements and volatility have contributed to periodic variability in our results, and may continue to do so in the future.

•Service revenue increased over the three and six-monthnine-month prior-year comparable periods primarily due to growth in nominal payments volume of 11% and 10%, respectively, select pricing modifications and growth in card benefits.

•Data processing revenue increased over the three and six-monthnine-month prior-year comparable periods primarily due to growth in processed transactions of 10% and 9%, respectively, select pricing modifications, growth in value-added services and higher cross-border transaction mix.

•International transaction revenue increased over the three and six-monthnine-month prior-year comparable periods primarily due to growth in nominal cross-border volume of 17%14% and 16%,15%, respectively, excluding transactions within Europe, partially offset by business mix and lower volatility of a broad range of currencies.currencies and business mix.

•Other revenue increased over the three and six-monthnine-month prior-year comparable periods primarily due to growth in Advisory and Other Services and select pricing modifications.

•Client incentives increased over the three and six-monthnine-month prior-year comparable periods primarily due to growth in payments volume. The amount of client incentives we record in future periods will vary based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts.

For the three months ended MarchJune 31,30, 2026 and 2025, revenue from value-added services was $3.3$3.8 billion and $2.6$2.8 billion, respectively. For the sixnine months ended MarchJune 31,30, 2026 and 2025, revenue from value-added services was $6.5$10.3 billion and $5.0$7.8 billion, respectively. Value-added services revenue increased 29%33% and 31%32% over the three and six-monthnine-month prior-year comparable periods, respectively, primarily due to growth in Issuing Solutions, Acceptance Solutions and Advisory and Other Services and Acceptance Solutions.Services.

Growth in value-added services revenue over the three and six-monthnine-month prior-year comparable periods was primarily due to underlying business drivers, which included client consulting and marketing engagements, processed transactions and number and mix of payment credentials; and pricing. Client consulting engagements increased 32%approximately and 35%30% over the three and six-monthnine-month prior-year comparable periods,periods. respectively, and demandDemand for marketing services increased over the three and nine-month prior-year comparable periods primarily due to sponsorship events, including the FIFA World Cup 2026TM in each period and the Olympic and Paralympic Winter Games Milano Cortina 2026. Processed transactions increased 9% over the three

Cortina 2026 in the nine-month period. Processed transactions increased 10% and six-month9% over the three and nine-month prior-year comparable periods, respectively, and payment credentials increased 6%8% over the prior-year comparable period.(1)

•Marketing expenses increased over the three and six-monthnine-month prior-year comparable periods primarily due to higher spending for client marketing and various campaigns, both driven in part by the FIFA World Cup 2026TM in each period, and by the Olympic and Paralympic Winter Games Milano Cortina 2026 andin the FIFAnine-month World Cup 2026TM.period.

•ProfessionalNetwork feesand processing expenses increased over the three and six-monthnine-month prior-year comparable periods primarily due to highercontinued expenses associated with client engagements, costs incurred in the current period in connection with our acquisition of Prismatechnology and Newpay,processing network investments to support growth and higher legal fees.acquisitions.

•Litigation provision decreased over the three and six-monthnine-month prior-year comparable periods primarily due to lower accruals related to the U.S. covered litigation, partially offset by higher accruals related to uncovered legal matters.litigation. See Note 1516—Legal Matters to our unaudited consolidated financial statements.

(1) Growth is calculated based on payment credentials as of DecemberMarch 31, 20252026 and 20242025 as reported by our financial institution clients.

•InvestmentInterest incomeexpense (expense) and other decreasedincreased over the three and six-monthnine-month prior-year comparable periods primarily due to loweran interest incomebenefit onrelated ourto cashtaxes andin investments,the partiallyprior offset by lower losses on our equity investments.year.

The effective income tax rates for the three and six-monthnine-month prior-year comparable periods differ primarily due to the following:

•For the sixthree and nine months ended MarchJune 31,30, 2026, a $333 million deferred tax benefit of $18 million and $351 million, respectively, due to a change in the U.S. taxation of certain foreign earnings; and

•For the three and sixnine months ended MarchJune 31,30, 2025,2026, a $222$217 million tax benefit as a result of a tax position taken on certain expenses, partially offset by a $71 million tax expense related to the resolution of a tax matter.expenses;

•Amortization of acquired intangible assets. Amortization of acquired intangible assets consists of amortization of intangible assets such as technology and customer relationships acquired in connection with business combinations executed beginning in fiscal 2019. Amortization charges for our acquired intangible assets are non-cash and are significantly affected by the timing, frequency and size of our acquisitions, rather than our core operations. As such, we have excluded this amount to facilitate an evaluation of our current operating performance and comparison to our past operating performance.

•Litigation provision. Litigation provision includes significant accruals related to certain legal matters that are not covered by the U.S. retrospective responsibility plan or the Europe retrospective responsibility plan (uncovered legal matters) and additional accruals associated with the interchange multidistrict litigation which are covered by the U.S. retrospective responsibility plan (U.S. covered litigation). Litigation provision associated with these matters can vary significantly based on the facts and circumstances related to each matter and do not correlate to the underlying performance of our business. For the three and sixnine months ended MarchJune 31,30, 2026 and 2025, we have excluded these amounts to facilitate a comparison to our past operating performance.

Under the U.S. retrospective responsibility plan, we recover the monetary liabilities related to the U.S. covered litigation through a downward adjustment to the rate at which shares of our class B-1B-1, B-2 and class B-2B-3 common stock ultimately convert into shares of class A common stock. For the three and sixnine months ended MarchJune 31,30, 20262026, basic and diluted earnings per class A common stock was unchanged, as a result of the downward adjustments of the class B-1, B-2 and B-3 common stock conversion rates during the periods. For the three months ended June 30, 2025, there was no conversion rate adjustment. For the nine months ended June 30, 2025, basic and diluted earnings per class A common stock was unchanged, as a result of the downward adjustments of the class B-1 and B-2 common stock conversion rates during the periods.period. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 1516—Legal Matters to our unaudited consolidated financial statements.

•Deferred tax benefit. For the sixthree and nine months ended MarchJune 31,30, 2026, we recorded a deferred tax benefit within income tax provision due to a change in the U.S. taxation of certain foreign earnings. We have excluded this one-time non-cash benefit as it is not representative of our ongoing operations.

•Severance costs. For the sixthree and nine months ended MarchJune 31,30, 2026, and nine months ended June 30, 2025, we recorded severance costs within personnel expense resulting from actions taken to realigndrive ouroperational organizational structureefficiencies and focusreinvest onin areashigh-growth thatopportunities. willThese drivecosts higher long-term growth. This broad-based optimization effort hashave been excluded as itthey isare not representative of our ongoing operations.

•Lease consolidation costs. For the sixnine months ended MarchJune 31,30, 2025, we recorded a charge within general and administrative expense associated with the consolidation of certain leased office spaces. We have excluded this amount as it does not reflect the underlying performance of our business.

Operating activities. Cash provided by operating activities decreased over the six-monthnine-month prior-year comparable period primarily due to higher litigation payments, higher incentive payments and timing of payments related to income taxes and higher incentive payments,taxes, partially offset by growth in our underlying business.

Investing activities. Cash used in investing activities increased over the six-monthnine-month prior-year comparable period primarily due to lower proceeds from maturities and sales of investment securities.

Financing activities. Cash used in financing activities increased over the six-monthnine-month prior-year comparable period primarily due to the principal debt repaymentrepayments upon maturity of senior notes due December 2025 andnotes, higher share repurchases,repurchases partiallyand offset bylower proceeds received from the issuance of senior notes.notes, partially offset by proceeds from the issuance of commercial paper, net of repayments.

Common stock repurchases. For the sixnine months ended MarchJune 31,30, 2026, we repurchased 50 million shares of our class A common stock in the open market for $11.7$16.5 billion. As of MarchJune 31,30, 2026, our share repurchase programprograms had remaining authorized funds of $13.2$28.4 billion. In April 2026, our board of directors authorized a new $20.0 billion share repurchase program, providing multi-year flexibility. See Note 11—Stockholders’ Equity to our unaudited consolidated financial statements.

Dividends. For the sixnine months ended MarchJune 31,30, 2026, we declared and paid $2.6$3.9 billion in dividends to holders of our common and preferred stock. On AprilJuly 28, 2026, our board of directors declared a quarterly cash dividend of $0.67 per share of class A common stock (determined in the case of all other outstanding common and preferred stock on an as-converted basis). We expect to continue paying quarterly dividends in cash, subject to approval by the board of directors. See Note 11—Stockholders’ Equity to our unaudited consolidated financial statements.

Senior notes. During the sixnine months ended MarchJune 31,30, 2026, we repaid $4.0$5.6 billion of principal upon maturity of our senior notes due December 2025.notes. A principal payment on our senior notes of €1.4$1.5 billion ($1.6 billion) is due in JuneApril 20262027 for which we have sufficient liquidity. See Note 8—Debt to our unaudited consolidated financial statements.

Litigation. For the sixnine months ended MarchJune 31,30, 2026, we deposited $625$875 million into the U.S. litigation escrow account to address claims associated with the interchange multidistrict litigation. The balance of this account as of MarchJune 31,30, 2026 was $665$888 million and is reflected as restricted cash equivalents in our consolidated balance sheets. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 1516—Legal Matters to our unaudited consolidated financial statements.

We indemnify our issuing and acquiring clients for settlement losses suffered due to the failure of any other client to fund its settlement obligations in accordance with our operating rules. The amount of the indemnification is limited to the amount of unsettled Visa payment transactions at any point in time. We maintain and regularly review global settlement risk policies and procedures to manage settlement risk, which may require clients to post collateral if certain credit standards are not met. RecentIn response to recent regulatory developments in Brazil,Brazil includingmandating enhanced requirements for paymentpayments scheme operatorsnetworks like Visa, maywe increasehave submitted to the Central Bank of Brazil enhanced operating rule provisions, which reflect the impacts of the stricter regulatory standard and will require us to extend settlement guarantees to sellers. When our settlement-relatednew risksrules are approved, we expect that our settlement exposure will increase, and residualas exposure.such, are reassessing our collateral requirements and risk mitigation framework.

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, which provides improvements to income tax disclosures. This standard requires disaggregated information related to the effective tax rate reconciliation as well as information on income taxes paid. This ASU is effective for our annual periods beginning October 1, 2025, and requireswe expect to adopt this ASU on a prospective application with the option to apply the standard retrospectively.basis. The adoption of this ASU is expected to result in additional disclosures.

In September 2025, the FASB issued ASU 2025-06, which modernizes the accounting for internal-use software by eliminating project stage-based capitalization and clarifying the probable-to-complete threshold to commence the capitalization of software costs. This ASU is effective for our annual and interim periods beginning October 1, 2028, and transition approaches include prospective, retrospective or modified methods. We are currently evaluating the impact of the ASU on our consolidated financial statements.