Visa deposits $405 million into U.S. litigation escrow, lowers Class B conversion rates

Visa (NYSE: V) authorized a $405 million deposit into its U.S. litigation escrow account on Sept. 18 under its U.S. retrospective responsibility plan, according to a Form 8-K filed Sept. 23. Under that plan, funding the escrow dilutes the value of Visa’s Class B-1, B-2, and B-3 common stock—held predominantly by U.S. financial institutions and their affiliates and successors—through downward adjustments to those shares’ conversion rates into Class A common stock.

Effective Sept. 18, the Class B-1 conversion rate fell to 1.5400 from 1.5445, Class B-2 to 1.4924 from 1.5014, and Class B-3 to 1.4773 from 1.4953.

Visa said the conversion-rate adjustments “have the same effect on earnings per share as repurchasing the Company’s class A common stock.” As-converted Class B-1 shares declined by about 9,804 to 3,357,351; Class B-2 by about 4,377 to 726,311; and Class B-3 by about 1,089,926 to 89,510,039. The deposit and conversion-rate calculations used the volume-weighted average price over Sept. 18–22, in line with Visa’s certificate of incorporation then in effect.

By the numbers

• Escrow deposit: $405 million (authorized Sept. 18, 2026)
• Class B-3 as-converted reduction: about 1.09 million Class A equivalents
• New conversion rates: B-1 1.5400; B-2 1.4924; B-3 1.4773

Sources

1. Visa Inc. Form 8-K, filed Sept. 23, 2026 (event date Sept. 18, 2026), accession 0001403161-26-000121

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