Visa Furnishes Regulation FD Disclosure on Successive Exchange Offer
Summary
On February 13, 2026, Visa Inc.'s Board of Directors authorized a successive exchange offer for its outstanding Class B common stock. This authorization follows the satisfaction of conditions previously disclosed, including over one year passing since the initial exchange offer. The second condition, a 50% or more reduction in estimated interchange reimbursement fees in U.S. covered litigation since October 1, 2023, is expected to be met soon. Fees were approximately $49.6 billion as of October 1, 2023, and $39.4 billion as of October 1, 2025, with further reductions anticipated from expected dismissals in the 7-Eleven, Inc. et al. v. Visa Inc. et al. action.
Why It Matters
This authorization signals progress in resolving long-standing litigation exposure, as the company expects to meet the condition of reducing estimated interchange reimbursement fees by 50% or more. The successive exchange offer for Class B common stock, once executed, could impact Visa's capital structure and outstanding share count.
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Key Quote
“covered litigation have been reduced by 50% or more since October 1, 2023, as determined by the Company (the "conditions").”
— From Item 7.01
Filing Details
Reported Items
Additional Information
- CIK Number
- 0001403161
- Filing Date
- Friday, February 13, 2026
- Filing Time
- 12:00 AM UTC
- Form Type
- 8-K
- Materiality Level
- high
- Sentiment
- neutral