🧾 What This Document Is

This is an amendment to a registration statement (Form S-4/A) filed with the SEC. It details a stock exchange offer from Visa. Think of it as a formal, updated proposal for a specific group of Visa shareholders to swap their current shares for new ones under new terms.

🏢 What The Company Does

👉 In simple terms, Visa is the giant "toll booth" for digital payments. When you tap your card or phone, Visa's network processes the transaction and earns a fee. This filing deals with its complex share structure created to handle old lawsuits, not its core payment business.

🔄 The Exchange Offer: The Core Deal

Visa is offering holders of its restricted Class B-1 and Class B-2 stock to exchange them for a new package of shares:

New Class B-3 Stock: A new, restricted class with stricter future value reduction rules.
Transferable Class C Stock: Shares that can eventually be sold or converted to regular Class A stock (the kind you trade on the NYSE under "V").

Exchange Ratios (Simplified):

For each Class B-1 share: You get 1/4 of a new Class B-3 share + Class C shares worth roughly 0.2877 of a share (based on current conversion rates).
For each Class B-2 share: You get 1/2 of a new Class B-3 share + Class C shares worth roughly 0.1884 of a share.

Why it matters: This gives long-term, restricted shareholders (mostly banks and financial institutions from Visa's 2008 IPO) a path to get some liquid, tradable stock (Class C) years before the main litigation overhang lifts.

⚖️ The Critical "Makewhole Agreement"

Participating shareholders must sign this contract. It's the heart of the risk.

The Catch: You agree to reimburse Visa for future litigation costs that would have otherwise reduced the value of your old B-shares.
NO DOLLAR CAP: This obligation is uncapped. If massive litigation costs hit after you exchange, your potential payout to Visa could be huge.
Why it exists: It keeps the financial burden of the old lawsuits with the original shareholders (B-holders) and protects holders of Class A and Class C stock.

📊 Key Numbers & Scale

Shares Affected: As of Jan 22, 2026: 4.84 million Class B-1 shares & 120.34 million Class B-2 shares are outstanding.
Potential New Shares: If all tender, Visa would issue ~61.38 million new B-3 shares and ~24.07 million new Class C shares.
Conversion Rates (Current):
- B-1 → 1.5475 Class A shares
- B-2 → 1.5075 Class A shares
- Class C → 4 Class A shares
Dates: The offer expires on a future date in 2026 (to be filled in). Tendered shares can be withdrawn before expiration.

🚀 Why Visa is Doing This

Manage "Overhang" Risk: Visa wants to gradually reduce the massive block of restricted B-shares that will one day flood the market when litigation ends. This offer "muffles" part of that future impact.
Provide Liquidity: It offers B-holders a way to get some sellable stock (Class C) now.
Maintain Neutrality: The structure is designed to not unfairly benefit Class A or Class C holders at the expense of B-holders, or vice-versa, regarding litigation costs.

🔮 What's Next & Key Conditions

The offer can't happen unless:

The SEC declares this registration effective.
Each participant signs the uncapped Makewhole Agreement.
Other standard closing conditions are met.

Visa may do up to two more similar exchange offers in the future for holders of the new B-3 stock, but it's not obligated. If you don't exchange now and Visa doesn't offer your class again, you could be left out.

⚠️ Major Risks for Participants

Uncapped Liability: The #1 risk. Your potential payment to Visa under the Makewhole Agreement has no limit.
Value Fluctuation: The exchange ratio is fixed on the expiration date. The value of the B-3 and Class C shares you receive will change with Visa's stock price (V).
B-3 Stock is Riskier: The new B-3 shares lose conversion value (into Class A) 4x faster than B-1 shares would if litigation costs hit. This faster "decay" is the trade-off for getting some liquid Class C shares now.
No Recommendation: Visa's Board is not telling you whether to participate. You must decide for yourself.

📞 Important Contacts

Information Agent (for questions/ copies): Sodali & Co. 430 Park Avenue, 14th Floor New York, NY 10022 Banks & Brokers: (203) 658-9400 Stockholders (Toll Free): (800) 662-5200 Email: [email protected]

Company Contact: Visa Inc. Investor Relations (650) 432-7644

🧠 The Analogy

Imagine Visa's litigation liability is a leaky roof over a room full of people holding umbrellas (Class B shares). This exchange offer lets some people trade their old, heavy umbrellas (B-1/B-2) for a new, lighter umbrella (B-3) plus a raincoat (Class C). But to get the raincoat, you must sign a contract saying if the roof leaks more later, you'll pay to fix it—and there's no limit to how much you might have to pay. The raincoat (Class C) lets you walk outside now, but the new umbrella (B-3) will get soaked through much faster than the old ones if the leak worsens.

🧩 Final Takeaway

This is a complex financial maneuver for a specific group of Visa's legacy shareholders. It offers partial, immediate liquidity (Class C stock) in exchange for taking on accelerated risks and uncapped future liabilities (via the Makewhole Agreement) related to Visa's long-running legal battles. It's a high-stakes, optional trade-off with no clear "right" answer for participants.

VISA INC. — S-4/A Filing