Visa Inc. filed a Form 8-K with the SEC on September 23, 2026, disclosing that on September 18, 2026, it authorized a $405 million deposit into the U.S. litigation escrow account established under its U.S. retrospective responsibility plan, triggering downward adjustments to the conversion rates of its class B common stock.

Key Highlights

  • Escrow deposit: Visa authorized the deposit of $405 million into its U.S. litigation escrow account on September 18, 2026.
  • Class B-1 conversion rate: Decreased from 1.5445 to 1.5400, reducing the as-converted share count by approximately 9,804, from 3,367,156 to 3,357,351.
  • Class B-2 conversion rate: Decreased from 1.5014 to 1.4924, reducing the as-converted share count by approximately 4,377, from 730,688 to 726,311.
  • Class B-3 conversion rate: Decreased from 1.4953 to 1.4773, reducing the as-converted share count by approximately 1,089,926, from 90,599,965 to 89,510,039.
  • EPS equivalence: According to the filing, the conversion rate adjustments have the same effect on earnings per share as repurchasing the company's class A common stock.
  • Pricing period: The deposit and conversion rate adjustment calculations used the volume-weighted average price over the three-day period from September 18, 2026 through September 22, 2026.

Visa's $405 Million Escrow Deposit Adjusts Class B Stock Conversion Rates

According to the filing, Visa Inc. (NYSE:V) deposited $405 million into the U.S. litigation escrow account on September 18, 2026, under its existing U.S. retrospective responsibility plan. The filing explains that under the terms of the plan, funding the escrow account subjects the company's class B-1, B-2, and B-3 common stock to dilution through downward adjustments to their respective conversion rates into class A common stock. These shares are described as being held "predominantly by U.S. financial institutions and their affiliates and successors."

The filing details three separate conversion rate reductions, all effective September 18, 2026. The class B-1 conversion rate moved from 1.5445 to 1.5400, the class B-2 rate moved from 1.5014 to 1.4924, and the class B-3 rate moved from 1.4953 to 1.4773. As a direct result, the as-converted share counts for each class were reduced: class B-1 by approximately 9,804 shares, class B-2 by approximately 4,377 shares, and class B-3 by approximately 1,089,926 shares, the filing reported.

The company disclosed that the deposit and conversion rate adjustment calculations were conducted in accordance with its certificate of incorporation currently in effect, using the volume-weighted average price over the three-day pricing period from September 18, 2026 through September 22, 2026. The filing was signed by Chris Suh, Chief Financial Officer of Visa Inc., on September 23, 2026.

What Was Disclosed

Visa Inc. disclosed a $405 million deposit into its U.S. litigation escrow account under its retrospective responsibility plan, resulting in downward adjustments to the conversion rates for its class B-1, B-2, and B-3 common stock, effective September 18, 2026.