UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~December 3031, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-33977

VISA INC.

(Exact name of Registrant as specified in its charter)

Delaware

26-0267673

(State or other jurisdiction
of incorporation or organization)

(IRS Employer
Identification No.)

P.O. Box 8999

San Francisco,

California

94128-8999

(Address of principal executive offices)

(Zip Code)

(650) 432-3200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

New York Stock Exchange

1.500% Senior Notes due 2026

V26

New York Stock Exchange

2.250% Senior Notes due 2028

V28

New York Stock Exchange

2.000% Senior Notes due 2029

V29

New York Stock Exchange

3.125% Senior Notes due 2033

V33

New York Stock Exchange

2.375% Senior Notes due 2034

V34

New York Stock Exchange

3.500% Senior Notes due 2037

V37

New York Stock Exchange

3.875% Senior Notes due 2044

V44

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of ~~July~~January 22, ~~2025~~2026, the registrant’s shares of common stock outstanding were as follows:

Class						Shares outstanding
Class A common stock, par value $0.0001 per share						1,~~698~~681,~~682~~093,~~527~~942
Class B-1 common stock, par value $0.0001 per share						4,835,384
Class B-2 common stock, par value $0.0001 per share						120,338,948
Class C common stock, par value $0.0001 per share						8,~~936~~904,~~701~~197

Table of Contents

VISA

TABLE OF CONTENTS

		Page
PART I.	Financial Information	3
Item 1.	Financial Statements (Unaudited)	3
	Consolidated Balance Sheets—June 30, 2025 and September 30, 2024	3
	Consolidated Balance Sheets—December 31, 2025 and September 30, 2025	3
	Consolidated Statements of Operations—Three and Nine Months Ended June 30, 2025 and 2024	4
	Consolidated Statements of Operations—Three Months Ended December 31, 2025 and 2024	4
	Consolidated Statements of Comprehensive Income—Three and Nine Months Ended June 30, 2025 and 2024	5
	Consolidated Statements of Comprehensive Income—Three Months Ended December 31, 2025 and 2024	5
	Consolidated Statements of Changes in Equity—Three and Nine Months Ended June 30, 2025 and 2024	6
	Consolidated Statements of Changes in Equity—Three Months Ended December 31, 2025 and 2024	6
	Consolidated Statements of Cash Flows—Nine Months Ended June 30, 2025 and 2024	10
	Consolidated Statements of Cash Flows—Three Months Ended December 31, 2025 and 2024	8
	Notes to Consolidated Financial Statements (Unaudited)	119
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2923
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4031
Item 4.	Controls and Procedures	4031
PART II.	Other Information	4132
Item 1.	Legal Proceedings	4132
Item 1A.	Risk Factors	4132
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4132
Item 3.	Defaults Upon Senior Securities	4132
Item 4.	Mine Safety Disclosures	4132
Item 5.	Other Information	4132
Item 6.	Exhibits	4333
	Signatures	4434

Table of Contents

PART I. FINANCIAL INFORMATION


ITEM 1.			Financial Statements (Unaudited)

VISA

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30,2025		September 30,2024
	December 31,2025		September 30,2025
	(in millions, except per share data)
Assets
Cash and cash equivalents	$	1714,~~092~~756	$	1117,~~975~~164
Restricted cash equivalents—U.S. litigation escrow	23,~~696~~300		32,~~089~~990
Investment securities	21,~~088~~641		31,~~200~~833
Settlement receivable	43,~~778~~212		4,~~454~~191
Accounts receivable	23,~~920~~231		23,~~561~~126
Customer collateral	3,~~614~~712		3,~~524~~625
Current portion of client incentives	2,~~198~~280		12,~~918~~158
Prepaid expenses and other current assets	32,~~012~~865		32,~~312~~679
Total current assets	3834,~~398~~997		3437,~~033~~766
Investment securities	~~1,203~~484		~~2,545~~999
Client incentives	5,~~005~~541		45,~~628~~157
Property, equipment and technology, net	4,~~143~~276		34,~~824~~236
Goodwill	19,~~880~~885		1819,~~941~~879
Intangible assets, net	27,~~660~~664		2627,~~889~~646
Other assets	3,~~735~~967		3,~~651~~944
Total assets	$	~~100~~96,~~024~~814	$	9499,~~511~~627
Liabilities
Accounts payable	$	~~462~~433	$	~~479~~555
Settlement payable	64,~~038~~337		54,~~265~~568
Customer collateral	3,~~614~~712		3,~~524~~625
Accrued compensation and benefits	1,~~474~~158		1,~~538~~863
Client incentives	1011,~~032~~280		910,~~075~~369
Accrued liabilities	45,~~907~~576		45,~~909~~466
Current maturities of debt	51,~~548~~589		—5,569
Accrued litigation	23,~~352~~406		13,~~727~~033
Total current liabilities	3431,~~427~~491		2635,~~517~~048
Long-term debt	19,~~590~~588		2019,~~836~~602
Deferred tax liabilities	5,~~755~~241		5,~~301~~549
Other liabilities	1,~~588~~717		21,~~720~~519
Total liabilities	6158,~~360~~037		5561,~~374~~718
Commitments and contingencies (Note 13)
Commitments and contingencies (Note 14)
Equity
Preferred stock, $0.0001 par value, 5 shares issued and outstanding as of June 30, 2025 and September 30, 2024	871		1,031
Preferred stock, $0.0001 par value, 5 shares issued and outstanding as of December 31, 2025 and September 30, 2025	551		745
Common stock, $0.0001 par value:
Class A common stock, 1,702 and 1,733 shares issued and outstanding as of June 30, 2025 and September 30, 2024, respectively	—		—
Class A common stock, 1,683 and 1,691 shares issued and outstanding as of December 31, 2025 and September 30, 2025, respectively	—		—
Class B-1 and B-2 total common stock, 125 shares issued and outstanding as of June 30, 2025 and September 30, 2024	—		—
Class B-1 and B-2 total common stock, 125 shares issued and outstanding as of December 31, 2025 and September 30, 2025	—		—
Class C common stock, 9 and 10 shares issued and outstanding as of June 30, 2025 and September 30, 2024, respectively	—		—
Class C common stock, 9 shares issued and outstanding as of December 31, 2025 and September 30, 2025	—		—
Right to recover for covered losses	(~~118~~19)		(~~104~~124)
Additional paid-in capital	21,~~746~~980		21,~~229~~934
Accumulated income	1516,~~956~~018		1715,~~289~~106
Accumulated other comprehensive income (loss):
Investment securities	1210		3012
Defined benefit pension and other postretirement plans	(1430)		(1632)
Derivative instruments	(~~356~~245)		(~~213~~307)
Foreign currency translation adjustments	~~567~~512		~~(109)~~575
Total accumulated other comprehensive income (loss)	~~209~~247		~~(308)~~248
Total equity	38,~~664~~777		3937,~~137~~909
Total liabilities and equity	$	~~100~~96,~~024~~814	$	9499,~~511~~627

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

Table of Contents

VISA

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

Three Months EndedJune 30,

Nine Months EndedJune 30,

Three Months EndedDecember 31,

~~2025~~

~~2024~~

2025

2024

~~(in millions, except per share data)~~

(in millions, except per share data)

Net revenue

~~10,172~~

~~8,900~~

2910,~~276~~901

269,~~309~~510

Operating Expenses

Personnel

~~1,749~~

~~1,573~~

51,~~219~~764

41,~~655~~813

Marketing

~~421~~

~~378~~

~~1,108~~410

~~1,009~~306

Network and processing

~~224~~

~~200~~

~~655~~233

~~570~~207

Professional fees

~~187~~

~~152~~

~~503~~208

~~443~~143

Depreciation and amortization

~~317~~

~~264~~

~~904~~326

~~760~~282

General and administrative

~~482~~

~~382~~

~~1,382~~515

~~1,174~~481

Litigation provision

~~615~~

~~1,659~~708

~~452~~44

Total operating expenses

~~3,995~~

~~2,962~~

114,~~430~~164

93,~~063~~276

Operating income

~~6,177~~

~~5,938~~

176,~~846~~737

176,~~246~~234

Non-operating Income (Expense)

Interest expense

~~(39)~~

~~(196)~~

(~~379~~194)

(~~465~~182)

Investment income (expense) and other

~~195~~

~~247~~

~~504~~183

~~763~~148

Total non-operating income (expense)

~~156~~

~~125~~(11)

~~298~~(34)

Income before income taxes

~~6,333~~

~~5,989~~

176,~~971~~726

176,~~544~~200

Income tax provision

~~1,061~~

~~1,117~~

~~3,003~~873

31,~~119~~081

Net income

~~5,272~~

~~4,872~~

145,~~968~~853

145,~~425~~119

Basic Earnings Per Share

Class A common stock

~~2.69~~

~~2.40~~

73.6003

72.0958

Class B-1 common stock

~~4.21~~

~~3.82~~

114.8871

114.2504

Class B-2 common stock

~~4.13~~

~~3.82~~

114.7061

113.2599

Class C common stock

~~10.78~~

~~9.62~~

3012.3913

2810.3533

Basic Weighted-average Shares Outstanding

Class A common stock

~~1,709~~

~~1,610~~

1,~~720~~687

1,~~591~~729

Class B-1 common stock

~~196~~5

Class B-2 common stock

~~120~~

120

25120

Class C common stock

1610

Diluted Earnings Per Share

Class A common stock

~~2.69~~

~~2.40~~

73.5903

72.0858

Class B-1 common stock

~~4.20~~

~~3.81~~

114.8771

114.2404

Class B-2 common stock

~~4.13~~

~~3.81~~

114.6961

113.2498

Class C common stock

~~10.77~~

~~9.60~~

3012.3511

2810.3132

Diluted Weighted-average Shares Outstanding

Class A common stock

~~1,959~~

~~2,029~~

1,~~973~~933

21,~~038~~985

Class B-1 common stock

~~196~~5

Class B-2 common stock

~~120~~

120

25120

Class C common stock

1610

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

Table of Contents

VISA

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months EndedJune 30,				Nine Months EndedJune 30,
			Three Months EndedDecember 31,
	~~2025~~		~~2024~~		2025		2024
	~~(in millions)~~				(in millions)
Net income	$	~~5,272~~	$	~~4,872~~	$	145,~~968~~853	$	145,~~425~~119
Other comprehensive income (loss):
Investment securities:
Net unrealized gain (loss)	~~(3)~~		7		(232)		57(24)
Income tax effect	1		~~(1)~~		5—		~~(12)~~6
Defined benefit pension and other postretirement plans:
Net unrealized actuarial gain (loss) and prior service credit (cost)	(2)		—		4		8
Reclassification adjustments					3		1
Income tax effect	—		—		(1)		~~(2)~~—
Reclassification adjustments	(4)		—		(1)		6
Income tax effect	—		—		—		(2)
Derivative instruments:
Net unrealized gain (loss)	~~(221)~~		73		~~(183)~~7		54168
Income tax effect	38		~~(11)~~		364		(225)
Reclassification adjustments	40		~~(21)~~		864		12(42)
Income tax effect	~~(7)~~		1		(413)		(7)
Foreign currency translation adjustments:
Translation adjustments	~~1,050~~		~~(100)~~		~~574~~37		~~131~~(935)
Income tax effect	~~144~~		~~(10)~~		~~102~~(100)		14(95)
Other comprehensive income (loss)	~~1,036~~		~~(62)~~		~~517~~(1)		~~257~~(939)
Comprehensive income	$	~~6,308~~	$	~~4,810~~	$	155,~~485~~852	$	144,~~682~~180

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

Table of Contents

VISA

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)

	Three Months Ended June 30, 2025
	Three Months Ended December 31, 2025
	Preferred Stock					Common Stock and Additional Paid-in Capital				Right to Recover for Covered Losses		AccumulatedIncome		AccumulatedOtherComprehensive Income (Loss)		TotalEquity
	Shares		Amount			Shares		Amount
	(in millions, except per share data)
Balance as of March 31, 2025	5		$	880		1,849		$	21,579	$	(120)	$	16,518	$	(827)	$	38,030
Balance as of beginning of period	5		$	745	(1)	1,825		$	21,934	$	(124)	$	15,106	$	248	$	37,909
Net income												5,~~272~~853				5,~~272~~853
Other comprehensive income (loss)														(1~~,036~~)		(1~~,036~~)
VE territory covered losses										2(3)						2(3)
Conversions to class A common stock	—	(1)	(9)			1		9								—
Recovery through conversion rate adjustments			(109)							108						(1)
Share-based compensation								223								223
Conversions to class A common stock	—	(2)	(85)			1		85								—
Stock issued under equity plans						—	(1)	95								95
Share-based compensation								231								231
Shares withheld for taxes related to stock issued under equity plans						—	(1)	(12)								(12)
Stock issued under equity plans						3		78								78
Cash dividends declared and paid, at a quarterly amount of $0.59 per class A common stock												(1,154)				(1,154)
Shares withheld for taxes related to stock issued under equity plans						(1)		(231)								(231)
Repurchases of class A common stock						(14)		(148)				(4,680)				(4,828)
Cash dividends declared and paid, at a quarterly amount of $0.67 per class A common stock												(1,293)				(1,293)
Balance as of June 30, 2025	5		$	871		1,836		$	21,746	$	(118)	$	15,956	$	209	$	38,664
Repurchases of class A common stock						(11)		(117)				(3,648)				(3,765)
Balance as of end of period	5		$	551	(1)	1,817		$	21,980	$	(19)	$	16,018	$	247	$	38,777

(1)~~Increase~~As orof ~~decrease~~December 31, is2025 ~~less~~and ~~than~~September 30, ~~one~~2025, the book value of series A convertible participating preferred stock (series A preferred stock) was $428 million and $513 million, respectively. See Note 4—U.S. and Europe Retrospective Responsibility Plans for the book value of series B convertible participating preferred stock (series B preferred stock) and series C convertible participating preferred stock (series C preferred stock).

(2)Increase or decrease is less than one million.

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

Table of Contents

VISA

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

	Nine Months Ended June 30, 2025
	Preferred Stock						Common Stock and Additional Paid-in Capital			Right to Recover for Covered Losses		AccumulatedIncome		AccumulatedOtherComprehensive Income (Loss)		TotalEquity
	Shares			Amount			Shares	Amount
	(in millions, except per share data)
Balance as of September 30, 2024	5			$	1,031	(1)	1,868	$	21,229	$	(104)	$	17,289	$	(308)	$	39,137
Net income												14,968				14,968
Other comprehensive income (loss)														517		517
VE territory covered losses										(22)						(22)
Recovery through conversion rate adjustment				(8)						8						—
Conversions to class A common stock	—		(2)	(152)			5	152								—
Share-based compensation								706								706
Stock issued under equity plans							4	341								341
Shares withheld for taxes related to stock issued under equity plans							(1)	(254)								(254)
Cash dividends declared and paid, at a quarterly amount of $0.59 per class A common stock												(3,488)				(3,488)
Repurchases of class A common stock							(40)	(428)				(12,813)				(13,241)
Balance as of June 30, 2025		5		$	871	(1)	1,836	$	21,746	$	(118)	$	15,956	$	209	$	38,664

(UNAUDITED)

(1)As of June 30, 2025 and September 30, 2024, the book value of series A convertible participating preferred stock (series A preferred stock) was $388 million and $540 million, respectively. See Note 5—U.S. and Europe Retrospective Responsibility Plans for the book value of series B convertible participating preferred stock (series B preferred stock) and series C convertible participating preferred stock (series C preferred stock).


	Three Months Ended December 31, 2024
	Preferred Stock					Common Stock and Additional Paid-in Capital			Right to Recover for Covered Losses		Accumulated Income		Accumulated Other Comprehensive Income (Loss)		Total Equity
	Shares		Amount			Shares	Amount
	(in millions, except per share data)
Balance as of beginning of period	5		$	1,031	(1)	1,868	$	21,229	$	(104)	$	17,289	$	(308)	$	39,137
Net income											5,119				5,119
Other comprehensive income (loss)													(939)		(939)

VE territory covered losses									(27)						(27)
Recovery through conversion rate adjustments			(8)						8						—

Conversions to class A common stock	—	(2)	(119)			3	119								—

Share-based compensation							224								224
Stock issued under equity plans						3	127								127
Shares withheld for taxes related to stock issued under equity plans						(1)	(235)								(235)
Cash dividends declared and paid, at a quarterly amount of $0.59 per class A common stock											(1,170)				(1,170)
Repurchases of class A common stock						(13)	(140)				(3,800)				(3,940)
Balance as of end of period	5		$	904	(1)	1,860	$	21,324	$	(123)	$	17,438	$	(1,247)	$	38,296

(1)As of December 31, 2024 and September 30, 2024, the book value of series A preferred stock was $421 million and $540 million, respectively. See Note 4—U.S. and Europe Retrospective Responsibility Plans for the book value of series B and series C preferred stock.

(2)Increase or decrease is less than one million.

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

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VISA

CONSOLIDATED STATEMENTS OF ~~CHANGES~~CASH ~~IN EQUITY—(Continued)~~FLOWS

(UNAUDITED)

	Three Months Ended June 30, 2024
	Three Months EndedDecember 31,
	Preferred Stock					Common Stock and Additional Paid-in Capital					Right to Recover for Covered Losses		AccumulatedIncome		AccumulatedOtherComprehensive Income (Loss)		TotalEquity
	2025			2024
	Shares			Amount		Shares		Amount
	(in millions)
	(in millions, except per share data)
Operating Activities
Balance as of March 31, 2024	5			$	1,602	1,828		$	20,709		$	(175)	$	19,347	$	(998)	$	40,485
Net income	$	5,853		$	5,119
Net income													4,872				4,872
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Other comprehensive income (loss)															(62)		(62)
Client incentives	4,269			3,797
VE territory covered losses											(21)						(21)
Share-based compensation	231			224
Recovery through conversion rate adjustment				(156)							150						(6)
Depreciation and amortization	326			282
Conversions to class A common stock	—		(1)	(21)		91		21									—
Deferred income taxes	(435)			38
Class B-1 common stock exchange offer						(73)		—		(1)							—
VE territory covered losses	(3)			(27)
Share-based compensation								211									211
(Gains) losses on equity investments, net	7			75
Stock issued under equity plans						1		84									84
Other	18			56
Shares withheld for taxes related to stock issued under equity plans						—	(1)	(8)									(8)
Change in operating assets and liabilities:
Cash dividends declared and paid, at a quarterly amount of $0.52 per class A common stock													(1,056)				(1,056)
Settlement receivable	981			657
Repurchases of class A common stock						(17)		(185)					(4,585)				(4,770)
Accounts receivable	(109)			(64)
Balance as of June 30, 2024	5			$	1,425	1,830		$	20,832		$	(46)	$	18,578	$	(1,060)	$	39,729
Client incentives	(3,808)			(3,649)
Other assets	35			(10)
Accounts payable	(114)			(54)
Settlement payable	(233)			(673)
Accrued and other liabilities	(611)			(303)
Accrued litigation	373			(72)
Net cash provided by (used in) operating activities	6,780			5,396
Investing Activities
Purchases of property, equipment and technology	(378)			(345)
Proceeds from maturities and sales of investment securities	725			2,042
Acquisitions, net of cash and restricted cash acquired	—			(906)
Purchases of other investments	(5)			(6)
Other investing activities	19			5
Net cash provided by (used in) investing activities	361			790
Financing Activities
Repurchases of class A common stock	(3,725)			(4,011)
Repayments of debt	(4,000)			—
Dividends paid	(1,293)			(1,170)
Proceeds from stock issued under equity plans	78			127
Taxes paid related to stock issued under equity plans	(231)			(235)
Other financing activities	185			(186)
Net cash provided by (used in) financing activities	(8,986)			(5,475)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	34			(508)
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	(1,811)			203
Cash, cash equivalents, restricted cash and restricted cash equivalents as of beginning of period	24,987			19,763
Cash, cash equivalents, restricted cash and restricted cash equivalents as of end of period	$	23,176		$	19,966
Supplemental Disclosure
Cash paid for income taxes, net(1)	$	1,290		$	1,194
Interest payments on debt	$	213		$	213
Accruals related to purchases of property, equipment and technology	$	26		$	40

(1)~~Increase~~For orthe ~~decrease~~three ismonths ~~less~~ended ~~than~~December ~~one~~31, 2025 and 2024, the amount includes cash paid for federal transferable tax credits of $740 million and $1.1 billion, respectively.

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

Table of Contents

VISA

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

	Nine Months Ended June 30, 2024
	Preferred Stock					Common Stock and Additional Paid-in Capital				Right to Recover for Covered Losses		AccumulatedIncome		AccumulatedOtherComprehensive Income (Loss)		TotalEquity
	Shares		Amount			Shares	Amount
	(in millions, except per share data)
Balance as of September 30, 2023	5		$	1,698	(1)	1,849	$	20,452		$	(140)	$	18,040	$	(1,317)	$	38,733
Net income												14,425				14,425
Other comprehensive income (loss)														257		257
VE territory covered losses										(81)						(81)
Recovery through conversion rate adjustment			(181)							175						(6)
Conversions to class A common stock	—	(2)	(92)			93	92									—
Class B-1 common stock exchange offer						(73)	—		(2)							—
Share-based compensation							662									662
Stock issued under equity plans						4	267									267
Shares withheld for taxes related to stock issued under equity plans						(1)	(189)									(189)
Cash dividends declared and paid, at a quarterly amount of $0.52 per class A common stock												(3,176)				(3,176)
Repurchases of class A common stock						(42)	(452)					(10,711)				(11,163)
Balance as of June 30, 2024	5		$	1,425	(1)	1,830	$	20,832		$	(46)	$	18,578	$	(1,060)	$	39,729

(1)As of June 30, 2024 and September 30, 2023, the book value of series A preferred stock was $364 million and $456 million, respectively. See Note 5—U.S. and Europe Retrospective Responsibility Plans for the book value of series B and series C preferred stock.

(2)Increase or decrease is less than one million.

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

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VISA

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months EndedJune 30,
	2025		2024
	(in millions)
Operating Activities
Net income	$	14,968	$	14,425
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Client incentives	11,503		10,135
Share-based compensation	706		662
Depreciation and amortization	904		760
Deferred income taxes	347		(99)
VE territory covered losses	(22)		(81)
(Gains) losses on equity investments, net	133		48
Other	70		122
Change in operating assets and liabilities:
Settlement receivable	(211)		92
Accounts receivable	(334)		(214)
Client incentives	(11,253)		(10,317)
Other assets	(18)		(173)
Accounts payable	(14)		(27)
Settlement payable	619		(765)
Accrued and other liabilities	(1,199)		(1,216)
Accrued litigation	622		(66)
Net cash provided by (used in) operating activities	16,821		13,286
Investing Activities
Purchases of property, equipment and technology	(1,093)		(948)
Purchases of investment securities	—		(4,443)
Proceeds from maturities and sales of investment securities	2,468		3,866
Acquisitions, net of cash and restricted cash acquired	(887)		(915)
Purchases of other investments	(41)		(19)
Other investing activities	(43)		(51)
Net cash provided by (used in) investing activities	404		(2,510)
Financing Activities
Repurchases of class A common stock	(13,389)		(10,865)
Dividends paid	(3,488)		(3,176)
Proceeds from issuance of senior notes	3,924		—
Proceeds from stock issued under equity plans	341		267
Taxes paid related to stock issued under equity plans	(254)		(189)
Other financing activities	(97)		399
Net cash provided by (used in) financing activities	(12,963)		(13,564)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	416		74
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	4,678		(2,714)
Cash, cash equivalents, restricted cash and restricted cash equivalents as of beginning of period	19,763		21,990
Cash, cash equivalents, restricted cash and restricted cash equivalents as of end of period	$	24,441	$	19,276
Supplemental Disclosure
Cash paid for income taxes, net(1)	$	3,587	$	4,699
Interest payments on debt	$	539	$	534
Accruals related to purchases of property, equipment and technology	$	51	$	30

(1)For the nine months ended June 30, 2025, the amount includes $1.3 billion of cash paid for federal transferable tax credits.

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

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VISA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1—Summary of Significant Accounting Policies

Organization. Visa Inc., together with its subsidiaries (Visa or the Company), is a global payments technology company that facilitates secure, reliable and efficient global commerce and money movement. ~~across~~Visa ~~more~~provides ~~than~~transaction ~~200~~processing ~~countries~~services (primarily authorization, clearing and ~~territories.~~settlement) ~~Visa~~among ~~operates~~consumers, ~~one~~issuing ofand ~~the~~acquiring ~~world’s~~financial ~~largest~~institutions and sellers through its electronic payments ~~networks~~network, — VisaNet. —Visa ~~which~~is ~~provides~~focused on extending, enhancing and investing in its proprietary advanced transaction processing ~~services~~network, ~~primarily authorization~~VisaNet, ~~clearing~~to ~~and~~offer ~~settlement.~~a ~~The~~single ~~Company~~connection ~~offers~~point ~~products,~~for ~~solutions~~facilitating ~~and~~money ~~services~~movement ~~that~~to ~~facilitate~~multiple ~~secure,~~endpoints ~~reliable~~through various form factors and ~~efficient~~innovative ~~money~~technologies ~~movement~~across ~~for~~more ~~participants~~than in200 ~~the~~countries ~~ecosystem~~and territories. Visa is not a financial institution and does not issue cards, extend credit or set rates and fees for account holders of Visa products. In most cases, account holder and ~~merchant~~seller relationships belong to, and are managed by, Visa’s financial institution clients.

Consolidation and basis of presentation. The accompanying unaudited consolidated financial statements include the accounts of Visa and its consolidated entities and are presented in accordance with accounting principles generally accepted in the United States of America (GAAP). The Company consolidates entities for which it has a controlling financial interest, ~~including~~as well as variable interest entities (VIEs) for which the Company is the primary beneficiary. The Company’s investments in VIEs have not been material to its unaudited consolidated financial statements as of and for the periods presented. Intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements are presented in accordance with the U.S. Securities and Exchange Commission (SEC) requirements for Quarterly Reports on Form 10-Q and, consequently, do not include all of the annual disclosures required by GAAP. Reference should be made to Visa’s Annual Report on Form 10-K for the year ended September 30, ~~2024~~2025 for additional disclosures, including a summary of the Company’s significant accounting policies.

In the opinion of management, the accompanying unaudited consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods are not necessarily indicative of results for the full year.

Use of estimates. The preparation of the accompanying unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and reported amounts of revenue and expenses during the reporting period. These estimates may change as new events occur and additional information is obtained, and will be recognized in the period in which such changes occur. Future actual results could differ materially from these estimates.

~~Note~~Recently ~~2—Acquisitions~~adopted accounting pronouncement. In November 2025, the Financial Accounting Standards Board issued Accounting Standards Update 2025-09, which includes amendments to more closely align hedge accounting with the economics of an entity’s risk management activities. During the three months ended December 31, 2025, the Company early adopted this standard on a prospective basis. The adoption did not have a material impact on the unaudited consolidated financial statements.

In December 2024, Visa acquired Featurespace Limited, a developer of real-time artificial intelligence payments protection technology that prevents and mitigates payments fraud and financial crime risks, for a purchase consideration of $946 million. The Company allocated $152 million of the purchase consideration to technology, customer relationships, other net assets acquired and deferred tax liabilities and the remaining $794 million to goodwill. 9

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Note 32—Revenue

The nature, amount, timing and uncertainty of the Company’s revenue and cash flows and how they are affected by economic factors are most appropriately depicted through the Company’s revenue categories and geographical markets. The following tables disaggregate the Company’s net revenue by revenue category and by geography:

Three Months EndedJune 30,

Nine Months EndedJune 30,

Three Months EndedDecember 31,

~~2025~~

~~2024~~

2025

2024

~~(in millions)~~

(in millions)

Service revenue

~~4,330~~

~~3,967~~

124,~~937~~760

114,~~915~~208

Data processing revenue

~~5,153~~

~~4,489~~

145,~~599~~544

134,~~104~~745

International transaction revenue

~~3,633~~

~~3,194~~

103,~~366~~652

93,~~197~~442

Other revenue

~~1,028~~

~~780~~

21,~~877~~214

~~2,228~~912

Client incentives

~~(3,972)~~

~~(3,530)~~

(114,~~503~~269)

(103,~~135~~797)

Net revenue

~~10,172~~

~~8,900~~

2910,~~276~~901

269,~~309~~510

Three Months EndedJune 30,

Nine Months EndedJune 30,

Three Months EndedDecember 31,

~~2025~~

~~2024~~

2025

2024

~~(in millions)~~

(in millions)

U.S.

~~3,927~~

~~3,621~~

114,~~476~~163

103,~~909~~738

International

~~6,245~~

~~5,279~~

176,~~800~~738

155,~~400~~772

Net revenue

~~10,172~~

~~8,900~~

2910,~~276~~901

269,~~309~~510

For the three months ended ~~June~~December 3031, 2025 and 2024, revenue from value-added services was $23.~~8 billion and $~~2~~.2 billion,~~ ~~respectively. For the nine months ended June 30, 2025 and 2024, revenue from value-added services was $7.8~~ billion and $62.4 billion, respectively. Revenue from value-added services is recognized within data processing, other and service revenue.

~~Remaining~~As ~~performance obligations are comprised~~ of ~~deferred~~December ~~revenue~~31, ~~and~~2025 ~~contract revenue that will be invoiced~~ and ~~recognized~~September ~~as revenue in future periods primarily related to value-added services. As of June~~ 30, 2025, ~~the~~deferred ~~remaining~~revenue ~~performance~~was ~~obligations were~~ $41.7 9 billion. ~~The Company expects approximately half to be recognized as revenue in the next two years~~ and ~~the remaining thereafter~~$1.7 ~~However~~billion, ~~the~~respectively. ~~amount~~Deferred ~~and timing of~~ revenue ~~recognition~~ is ~~affected~~recorded byin ~~several~~accrued ~~factors,~~liabilities ~~including~~on ~~contract modifications and terminations, which could impact~~ the ~~estimate~~consolidated ofbalance ~~amounts allocated to remaining performance obligations and when such revenue could be recognized~~sheets.

12Remaining performance obligations are comprised of deferred revenue and contract revenue that will be invoiced and recognized as revenue in future periods primarily related to value-added services. As of December 31, 2025, the remaining performance obligations were $5.4 billion. The Company expects approximately half to be recognized as revenue in the next two years and the remaining thereafter. However, the amount and timing of revenue recognition is affected by several factors, including contract modifications and terminations, which could impact the estimate of amounts allocated to remaining performance obligations and when such revenue could be recognized.

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Note 43—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported on the consolidated balance sheets that aggregate to the beginning and ending balances shown in the consolidated statements of cash flows as follows:

	June 30,2025		September 30,2024
	December 31,2025		September 30,2025
	(in millions)
Cash and cash equivalents	$	1714,~~092~~756	$	1117,~~975~~164
Restricted cash and restricted cash equivalents:
U.S. litigation escrow	23,~~696~~300		32,~~089~~990
Customer collateral	3,~~614~~712		3,~~524~~625
Prepaid expenses and other current assets	1,~~039~~408		1,~~175~~208
Cash, cash equivalents, restricted cash and restricted cash equivalents	$	2423,~~441~~176	$	1924,~~763~~987

Note 54—U.S. and Europe Retrospective Responsibility Plans

U.S. Retrospective Responsibility Plan

Under the terms of the U.S. retrospective responsibility plan, the Company maintains an escrow account from which settlements of, or judgments in, certain litigation (U.S. covered litigation) are paid. The accrual related to the U.S. covered litigation could be either higher or lower than the U.S. litigation escrow account balance. See Note 1314—Legal Matters.

The following table presents the changes in the U.S. litigation escrow account:

	Nine Months EndedJune 30,
	Three Months EndedDecember 31,
	2025		2024
	(in millions)
Balance as of beginning of period	$	32,~~089~~990	$	13,~~764~~089
Deposits into the U.S. litigation escrow account	~~375~~500		—
Payments to opt-out merchants(1), net of interest earned on escrow funds	(~~768~~190)		~~(168)~~23
Balance as of end of period	$	23,~~696~~300	$	13,~~596~~112

(1)These payments are associated with the interchange multidistrict litigation. See Note 1314—Legal Matters.

Europe Retrospective Responsibility Plan

Visa Inc., Visa International and Visa Europe are parties to certain existing and potential litigation relating to the setting of multilateral interchange fee rates in the Visa Europe territory (VE territory covered litigation). Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover certain losses resulting from VE territory covered litigation (VE territory covered losses) through a periodic ~~adjustment~~adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock. VE territory covered losses are recorded in ~~right~~stockholders’ toequity ~~recover~~in ~~for~~the ~~covered losses, a~~ contra-equity account ~~within~~right ~~stockholders’~~to ~~equity,~~recover for covered losses before the corresponding adjustment to the applicable conversion rate is effected. Adjustments to the conversion rate may be executed once in any six-month period unless a single, individual loss greater than €20 million is incurred, in which case, the six-month limitation does not apply. When the adjustment to the conversion rate is made, the amount previously recorded in right to recover for covered losses is then recorded against the book value of the preferred stock within stockholders’ equity.

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The following tables present the activities in the preferred stock and right to recover for covered losses within stockholders’ equity:

	Nine Months EndedJune 30, 2025
	Three Months EndedDecember 31, 2025
	Preferred Stock				Right to Recover for Covered Losses
	Series B		Series C
	(in millions)
Balance as of beginning of period	$	~~104~~67	$	~~387~~165	$	(~~104~~124)
VE territory covered losses(1)	—		—		(223)
Recovery through conversion rate adjustment	(5)		(3)		8
Recovery through conversion rate adjustments(2)	(60)		(49)		108
Balance as of end of period	$	997	$	~~384~~116	$	(~~118~~19)

	Nine Months EndedJune 30, 2024
	Three Months EndedDecember 31, 2024
	Preferred Stock				Right to Recover for Covered Losses
	Series B		Series C
	(in millions)
Balance as of beginning of period	$	~~441~~104	$	~~801~~387	$	(~~140~~104)
VE territory covered losses(1)	—		—		(8127)
Recovery through conversion rate adjustment(2)	(161)		(20)		175
Recovery through conversion rate adjustments	(5)		(3)		8
Balance as of end of period	$	~~280~~99	$	~~781~~384	$	(46123)

(1)VE territory covered losses reflect litigation provision for settlements with merchants and additional legal costs. See Note 1314—Legal Matters.

(2)~~Adjustment~~Adjustments to right to recover for covered losses for the conversion rate ~~adjustment~~adjustments ~~differs~~differ from the actual recovered ~~amount~~amounts due to differences in foreign exchange rates between the time the losses were incurred and the subsequent recovery through the conversion rate ~~adjustment~~adjustments.

The following table presents the as-converted value of the preferred stock available to recover VE territory covered losses compared to the book value of preferred stock recorded within the Company’s consolidated balance sheets:

June 30, 2025

September 30, 2024

December 31, 2025

September 30, 2025

As-converted Value(1),(2)

Book Value

As-converted Value(1),(3)

Book Value

As-convertedValue(1),(2)

BookValue

As-convertedValue(1),(3)

BookValue

(in millions)

Series B preferred stock

~~877~~518

997

~~684~~566

~~104~~67

Series C preferred stock

~~1,998~~794

~~384~~116

~~1,550~~823

~~387~~165

Total

21,~~875~~312

~~483~~123

21,~~234~~389

~~491~~232

Less: right to recover for covered losses

(~~118~~19)

(~~104~~124)

Total recovery for covered losses available

21,~~757~~293

~~365~~104

21,~~130~~265

~~387~~108

(1)Figures in the table may not recalculate exactly due to rounding. As-converted value is based on unrounded numbers.

(2)As of ~~June~~December 3031, 2025, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b) 0.~~9960~~5960 and 10.~~7830~~7170, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $~~355~~350.0571, Visa’s class A common stock closing stock price.

(3)As of September 30, ~~2024~~2025, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b) 10.~~0030~~6690 and 10.~~7860~~7640, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $~~274~~341.9538, Visa’s class A common stock closing stock price.

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Note 65—Fair Value Measurements and Investments

Assets and Liabilities Measured at Fair Value on a Recurring Basis

	Fair Value MeasurementsUsing Inputs Considered as
	Level 1				Level 2
	June 30,2025		September 30,2024		June 30,2025		September 30,2024
	December 31,2025		September 30,2025		December 31,2025		September 30,2025
	(in millions)
Assets
Cash equivalents and restricted cash equivalents:
Money market funds	$	1312,~~412~~272	$	1013,~~403~~760	$	—	$	—
U.S. Treasury securities	7		7		—		—
Investment securities:
Marketable equity securities	~~318~~428		~~301~~411		—		—
U.S. government-sponsored debt securities	—		—		~~304~~180		~~496~~305
U.S. Treasury securities	21,~~669~~517		42,~~948~~116		—		—
Other current and non-current assets:
Money market funds	2725		2528		—		—
Derivative instruments	—		—		8983		~~103~~62
Total	$	1614,~~433~~242	$	1516,~~684~~315	$	~~393~~263	$	~~599~~367
Liabilities
Accrued compensation and benefits:
Deferred compensation liability	$	~~254~~300	$	~~238~~268	$	—	$	—
Accrued and other liabilities:
Derivative instruments	—		—		~~435~~230		~~226~~319
Total	$	~~254~~300	$	~~238~~268	$	~~435~~230	$	~~226~~319

Level 1 assets and liabilities. Money market funds, U.S. Treasury securities and marketable equity securities are classified as Level 1 within the fair value hierarchy, as fair value is based on unadjusted quoted prices in active markets for identical assets. The Company’s deferred compensation liability is measured at fair value based on marketable equity securities held under the deferred compensation plan.

Level 2 assets and liabilities. The fair value of U.S. government-sponsored debt securities, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. Derivative instruments are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data.

U.S. Government-sponsored Debt Securities and U.S. Treasury Securities

The amortized cost, gross unrealized gains and losses and fair value of debt securities were as follows:

	June 30, 2025
	December 31, 2025
	AmortizedCost		Gross Unrealized				FairValue
			Gains		Losses
	(in millions)
U.S. government-sponsored debt securities	$	~~303~~179	$	1	$	—	$	~~304~~180
U.S. Treasury securities	21,~~661~~504		1513		—		21,~~676~~517
Total	$	21,~~964~~683	$	1614	$	—	$	21,~~980~~697

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September 30, 2024

September 30, 2025

AmortizedCost

Gross Unrealized

FairValue

Gains

Losses

(in millions)

U.S. government-sponsored debt securities

~~492~~304

—

~~496~~305

U.S. Treasury securities

42,~~920~~101

4015

~~(5)~~—

42,~~955~~116

Total

52,~~412~~405

4416

~~(5)~~—

52,~~451~~421

The stated maturities of debt securities were as follows:

	June 30,2025
	December 31,2025
	(in millions)
Due within one year	$	1,~~840~~341
Due after one year through five years	~~1,140~~356
Total	$	21,~~980~~697

Equity Securities

For the three months ended June 30, 2025 and 2024, the Company recognized net unrealized losses of $7 million and $16 million, respectively, on marketable and non-marketable equity securities held as of period end. For the nine months ended June 30, 2025 and 2024, the Company recognized net unrealized losses of $40 million and $3 million, respectively, on marketable and non-marketable equity securities held as of period end.

Fair value measurement alternative. The Company’s investments in privately held companies do not have readily determinable fair values. These investments are measured at fair value on a non-recurring basis and are classified as Level 3 due to the absence of quoted market prices, the inherent lack of liquidity and the fact that significant inputs used to measure fair value are unobservable and require management’s judgment.

The following table summarizes the Company’s non-marketable equity securities held as of period end that were accounted for using the fair value measurement alternative:

June 30,2025

September 30,2024

December 31,2025

September 30,2025

(in millions)

Initial cost basis

~~709~~714

711

Adjustments:

Upward adjustments

~~854~~567

~~910~~564

Downward adjustments, including impairment

(~~495~~219)

(~~465~~219)

Carrying amount

1,~~068~~062

1,~~156~~056

Unrealized gains and losses of the Company’s non-marketable equity securities held as of period end that were accounted for using the fair value measurement alternative were as follows:

	Three Months EndedJune 30,				Nine Months EndedJune 30,
			Three Months EndedDecember 31,
	~~2025~~		~~2024~~		2025		2024
	~~(in millions)~~				(in millions)
Upward adjustments	$	4	$	—	$	113	$	9—
Downward adjustments, including impairment	$	~~(2)~~	$	~~(13)~~	$	~~(51)~~—	$	(2891)

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Other Fair Value Disclosures

Debt. Debt instruments are measured at amortized cost on the Company’s consolidated balance sheets. The fair value of the debt instruments, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, instruments. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy. As of ~~June~~December 3031, 2025, the carrying value and estimated fair value of debt was $25.1 billion and $23.2 billion, respectively. As of September 30, 2024, the carrying value and estimated fair value of debt was $20.8 billion and $19.2 billion, respectively.

Other financial instruments not measured at fair value. As of June 30, 2025, the carrying values of settlement receivable and payable and customer collateral are an approximate fair value due to their generally short maturities. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy.14

Non-financial assets. Certain non-financial assets such as goodwill, intangible assets and property, equipment and technology are subject to non-recurring fair value measurements if they are deemed to be impaired. The Company performed an annual impairment review of its indefinite-lived intangible assets and goodwill as of February 1, 2025, and concluded there was no impairment as of that date. No recent events or changes in circumstances indicated that impairment existed as of June 30, 2025.

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and estimated fair value of debt was $21.2 billion and $19.4 billion, respectively. As of September 30, 2025, the carrying value and estimated fair value of debt was $25.2 billion and $23.3 billion, respectively.

Other financial instruments not measured at fair value. As of December 31, 2025, the carrying values of settlement receivable and payable, accounts receivable and payable, and customer collateral are an approximate fair value due to their generally short maturities. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy.

Note 6—Leases

As of December 31, 2025, the Company had additional leases that had not yet commenced with estimated future payments of $560 million. These leases are expected to commence between fiscal 2027 and 2029 with lease terms between 9 and 14 years.

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Note 7—Debt

The Company had outstanding debt as follows:

	June 30,2025		September 30,2024		Effective Interest Rate(1)
	December 31,2025		September 30,2025		Effective Interest Rate(1)
	(in millions, except percentages)
U.S. dollar notes
3.15% Senior Notes due December 2025	$	~~4,000~~—	$	4,000	3.26	%
1.90% Senior Notes due April 2027	1,500		1,500		2.02	%
0.75% Senior Notes due August 2027	500		500		0.84	%
2.75% Senior Notes due September 2027	750		750		2.91	%
2.05% Senior Notes due April 2030	1,500		1,500		2.13	%
1.10% Senior Notes due February 2031	1,000		1,000		1.20	%
4.15% Senior Notes due December 2035	1,500		1,500		4.23	%
2.70% Senior Notes due April 2040	1,000		1,000		2.80	%
4.30% Senior Notes due December 2045	3,500		3,500		4.37	%
3.65% Senior Notes due September 2047	750		750		3.73	%
2.00% Senior Notes due August 2050	1,750		1,750		2.09	%
Euro notes
1.50% Senior Notes due June 2026	1,~~587~~591		1,~~513~~587		1.71	%
2.25% Senior Notes due May 2028	1,~~469~~473		—1,470		2.57	%
2.00% Senior Notes due June 2029	1,~~176~~178		1,~~120~~176		2.13	%
3.125% Senior Notes due May 2033	1,~~176~~178		—1,176		3.20	%
2.375% Senior Notes due June 2034	~~764~~766		~~728~~764		2.53	%
3.50% Senior Notes due May 2037	~~764~~766		—764		3.62	%
3.875% Senior Notes due May 2044	~~705~~707		—705		4.02	%
Total debt	2521,~~391~~409		2125,~~111~~392
Unamortized discounts and debt issuance costs	(~~188~~158)		(~~142~~171)
Hedge accounting fair value adjustments(2)	(6574)		(~~133~~50)
Total carrying value of debt	$	2521,~~138~~177	$	2025,~~836~~171
Reported as:
Current maturities of debt	$	51,~~548~~589	$	—5,569
Long-term debt	19,~~590~~588		2019,~~836~~602
Total carrying value of debt	$	2521,~~138~~177	$	2025,~~836~~171

(1)Effective interest rates disclosed do not reflect hedge accounting adjustments.

(2)Represents the fair value of interest rate swap agreements entered into on a portion of the outstanding senior notes.

Senior Notes

InDuring ~~May 2025,~~ the ~~Company~~three ~~issued~~months ~~Euro-denominated~~ended ~~fixed-rate~~December ~~senior~~31, ~~notes~~2025, inthe aCompany ~~public~~repaid ~~offering in an aggregate principal amount of €3.5 billion (~~$34.90 billion), ~~with~~of ~~maturities~~principal ~~ranging~~upon ~~between~~maturity ~~3 and 19 years. The 2028 Notes, 2033 Notes, 2037 Notes and 2044 Notes have interest rates~~ of ~~2.25%,~~its ~~3.125%,~~senior ~~3.50% and 3.875%, respectively. Interest on these~~ notes isdue ~~payable~~December ~~annually on May 15 of each year, commencing May 15, 2026~~2025. The net aggregate proceeds, after deducting discounts and debt issuance costs, were approximately €3.5 billion ($3.9 billion). The Company intends to use the net proceeds for general corporate purposes, which may include, among other things, the refinancing of existing indebtedness.

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The Company’s outstanding senior notes are senior unsecured obligations of the Company, ranking equally and ratably among themselves and with the Company’s existing and future unsecured and unsubordinated debt. The senior notes are not secured by any assets of the Company and are not guaranteed by any of the Company’s subsidiaries. As of June 30, 2025, the Company was in compliance with all related covenants. Each series of senior notes may be redeemed as a whole or in part at the Company’s option at any time at specified redemption prices. In addition, each series of the Euro-denominated senior notes may be redeemed as a whole at specified redemption prices upon the occurrence of certain U.S. tax events.

Non-derivative Financial Instrument Designated as a Net Investment Hedge

The Company designated all of the €3.5 billion Euro-denominated senior notes issued in May 2025, a non-derivative financial instrument, as a hedge against a portion of the Company’s Euro-denominated net investment in Visa Europe.

Note 8—Settlement Guarantee Management

The Company indemnifies its financial institution clients for settlement losses suffered due to failure of any other client to fund its settlement obligations in accordance with the Visa operating rules. This indemnification creates settlement risk for the Company due to the difference in timing between the date of a payment transaction and the date of subsequent settlement. The Company maintains and regularly reviews global settlement risk policies and procedures to manage settlement risk, which may require clients to post collateral if certain credit standards are not met. Historically, the Company has experienced minimal losses as a result of its settlement risk guarantee. However, the Company’s future obligations, which could be material under its guarantees, are not determinable as they are dependent upon future events.

The Company’s settlement exposure is limited to the amount of unsettled Visa payment transactions at any point in time, which vary significantly day to day. For the nine months ended June 30, 2025, the Company’s maximum daily settlement exposure was $153.4 billion and the average daily settlement exposure was $90.0 billion. To mitigate the risk of settlement exposure, the Company has various forms of collateral including restricted cash, letters of credit, guarantees, beneficial rights to trust assets and pledged securities. As of June 30, 2025, the Company had total collateral of $8.5 billion.16

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~~Note~~policies ~~9—Stockholders~~and procedures to manage settlement risk, which may require clients to post collateral if certain credit standards are not met. Historically, the Company has experienced minimal losses as a result of its settlement risk guarantee. However, the Company’s ~~Equity~~future obligations, which could be material under its guarantees, are not determinable as they are dependent upon future events.

~~As-converted~~The ~~class~~Company’s Asettlement ~~common~~exposure ~~stock.~~is ~~The~~limited ~~number~~to the amount of ~~shares~~unsettled ~~outstanding~~Visa payment transactions at any point in time, which vary significantly day to day. For the three months ended December 31, 2025, the Company’s maximum daily settlement exposure was $168.6 billion and the ~~number~~average daily settlement exposure was $98.4 billion. To mitigate the risk of ~~shares~~settlement exposure, the Company has various forms of ~~class~~collateral Aincluding ~~common~~restricted ~~stock~~cash, onletters anof ~~as-converted~~credit, ~~basis~~guarantees, ~~were~~pledged assecurities ~~follows:~~and beneficial rights to trust assets. As of December 31, 2025 and September 30, 2025, the Company had total collateral of $8.8 billion for both periods.

	June 30, 2025					September 30, 2024
	SharesOutstanding		Conversion Rate Into Class ACommon Stock		As-converted Class ACommonStock(1)	SharesOutstanding		Conversion Rate IntoClass ACommon Stock		As-converted Class ACommonStock(1)
	(in millions, except conversion rate)
Series A preferred stock	—	(2)	100.0000		6	—	(2)	100.0000		9
Series B preferred stock	2		0.9960		2	2		1.0030		2
Series C preferred stock	3		1.7830		6	3		1.7860		6
Class A common stock	1,702		—		1,702	1,733		—		1,733
Class B-1 common stock	5		1.5609	(3)	8	5		1.5653	(3)	8
Class B-2 common stock	120		1.5342	(3)	185	120		1.5430	(3)	186
Class C common stock	9		4.0000		36	10		4.0000		39
Total					1,945					1,983

Note 9—Segment Information

The Company’s activities are interrelated, and each activity is dependent upon and supportive of the other. All significant operating decisions are based on analysis of Visa as a single global business. The Company has one reportable segment, Payment Services.

The Company’s chief operating decision maker (CODM) is the Chief Executive Officer, who uses consolidated net income in assessing performance and allocating resources. This profitability measure is used in the annual budgeting process, and to monitor current-period performance against budget and prior-period results in order to make key operating decisions. The CODM does not evaluate segment performance using asset information.

Significant expenses that are regularly provided to the CODM for the Company’s one reportable segment are presented on the consolidated statements of operations and are included within the reported measure of consolidated net income.

Note 10—Stockholders’ Equity

As-converted class A common stock. The number of shares outstanding and the number of shares of class A common stock on an as-converted basis were as follows:


	December 31, 2025					September 30, 2025
	Shares Outstanding		Conversion Rate Into Class A Common Stock		As-converted Class A Common Stock(1)	Shares Outstanding		Conversion Rate Into Class A Common Stock		As-converted Class A Common Stock(1)
	(in millions, except conversion rate)
Series A preferred stock	—	(2)	100.0000		7	—	(2)	100.0000		8
Series B preferred stock	2		0.5960		1	2		0.6690		2
Series C preferred stock	3		0.7170		2	3		0.7640		2
Class A common stock	1,683		—		1,683	1,691		—		1,691
Class B-1 common stock	5		1.5491	(3)	7	5		1.5549	(3)	8
Class B-2 common stock	120		1.5108	(3)	182	120		1.5223	(3)	183
Class C common stock	9		4.0000		36	9		4.0000		36
Total					1,918					1,930

(1)Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers.

(2)The number of shares outstanding was less than one million.

(3)The class B-1 and class B-2 to class A common stock conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal. Conversion rates are presented on a rounded basis.

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Reduction in as-converted shares. The following table presents the reduction in the number of as-converted class B-1 and B-2 common stock after deposits into the U.S. litigation escrow account under the U.S. retrospective responsibility plan:

	Nine Months EndedJune 30,
	Three Months EndedDecember 31,
	2025		2024
	(in millions, except per share data)
Reduction in equivalent number of class A common stock	1		—
Effective price per share(1)	$	~~346~~354.7946	$	—
Deposits into the U.S. litigation escrow account	$	~~375~~500	$	—

(1)Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificate of incorporation.

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The following table presents the reduction in the number of as-converted series B and C preferred stock after the Company recovered VE territory covered losses through conversion rate adjustments under the Europe retrospective responsibility plan:

	Nine Months EndedJune 30, 2025						Nine Months EndedJune 30, 2024
	Three Months EndedDecember 31, 2025						Three Months EndedDecember 31, 2024
	Series B			Series C			Series B			Series C
	(in millions, except per share data)
Reduction in equivalent number of class A common stock	—		(1)	—		(1)	1—		(1)	—		(1)
Effective price per share(2)	$	~~312~~330.3996		$	~~312~~330.3996		$	~~270~~312.0739		$	~~269~~312.6239
Recovery through conversion rate adjustment	$	5		$	3		$	161		$	20
Recovery through conversion rate adjustments	$	60		$	49		$	5		$	3

(1)The reduction in equivalent number of class A common stock was less than one million shares.

(2)Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificates of designations for its series B and C preferred stock.

Common stock repurchases. The following table presents share repurchases in the open market:

	Three Months EndedJune 30,				Nine Months EndedJune 30,
			Three Months EndedDecember 31,
	~~2025~~		~~2024~~		2025		2024
	~~(in millions, except per share data)~~				(in millions, except per share data)
Shares repurchased in the open market(1)	14		17		4011		4213
Average repurchase cost per share(2)	$	~~349.24~~	$	~~276.75~~	$	~~330~~342.3913	$	~~263~~300.9161
Total cost(2)	$	~~4,828~~	$	~~4,770~~	$	133,~~241~~765	$	113,~~163~~940

(1)Shares repurchased in the open market are retired and constitute authorized but unissued shares.

(2)Figures in the table may not recalculate exactly due to rounding. Average repurchase cost per share and total cost are calculated based on unrounded numbers and include applicable taxes. As of ~~June~~December 3031, 2025 and 2024, shares repurchased in the open market include unsettled repurchases of $6140 million and $~~200~~70 million, respectively.

In ~~October~~April ~~2023~~2025, the Company’s board of directors authorized a $~~25.0 billion share repurchase program and in April 2025, authorized an additional $~~30.0 billion share repurchase program, ~~both~~ providing multi-year flexibility. ~~These~~This ~~authorizations~~authorization ~~have~~has no expiration date. As of ~~June~~December 3031, 2025, the Company’s share repurchase program had remaining authorized funds of $2921.81 billion. All share repurchase programs authorized prior to April 2025 have been completed.

Dividends. For the three months ended ~~June~~December 3031, 2025 and 2024, the Company declared and paid dividends of $1~~,154 million and $1,056 million, respectively~~. ~~For the nine months ended June 30, 2025 and 2024, the Company declared and paid dividends of $~~3.5 billion and $31.2 billion, respectively. On ~~July~~January 2927, ~~2025~~2026, the Company’s board of directors declared a quarterly cash dividend of $0.5967 per share of class A common stock (determined in the case of all other outstanding common and preferred stock on an as-converted basis), payable on ~~September~~March 2, ~~2025~~2026 to all holders of record as of ~~August~~February 1210, ~~2025~~2026.

Class B common stock. In January 2024, Visa’s common stockholders approved amendments to the Company’s certificate of incorporation that authorized Visa to implement an exchange offer program that released transfer restrictions on portions of the Company’s class B common stock by allowing holders to exchange a portion of their outstanding shares of class B common stock for shares of freely tradeable class C common stock. The certificate of incorporation amendments automatically redenominated all shares of class B common stock outstanding at the amendment date as class B-1 common stock with no changes to the par value, conversion features, rights or privileges. All references to class B common stock outstanding prior to January 23, 2024 have been updated in this report to class B-1 common stock to reflect this redenomination. The amendments also authorized new classes of class B common stock that will only be issuable in connection with an exchange offer where a preceding class of B common stock is tendered in exchange and retired.18

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~~Class~~Note ~~B-1~~11—Earnings ~~common~~Per stock exchange offer. In May 2024, Visa accepted 241 million shares of class B-1 common stock tendered in the exchange offer. In exchange, Visa issued approximately 120 million shares of class B-2 common stock and 48 million shares of class C common stock. The class B-1 common shares exchanged have been retired and constitute authorized but unissued shares. Future conversion rate adjustments for the class B-2 common stock will have double the impact compared to conversion rate adjustments for the class B-1 common stock. Share

Note 10—Earnings Per Share

The following tables present earnings per share:

	Three Months EndedJune 30, 2025
	Three Months EndedDecember 31, 2025
	Basic Earnings Per Share					Diluted Earnings Per Share
	IncomeAllocation(A)(1)		Weighted-AverageSharesOutstanding (B)	Earnings perShare =(A)/(B)(2)		IncomeAllocation(A)(1)			Weighted-AverageSharesOutstanding (B)		Earnings perShare =(A)/(B)(2)
	(in millions, except per share data)
Class A common stock	$	45,~~605~~117	1,~~709~~687	$	23.6903	$	5,~~272~~853	(3)	1,~~959~~933	(3)	$	23.6903
Class B-1 common stock	2023		5	$	4.2171	$	2023		5		$	4.2071
Class B-2 common stock	~~497~~555		120	$	4.1361	$	~~497~~554		120		$	4.1361
Class C common stock	97108		9	$	1012.7813	$	97108		9		$	1012.7711
Participating securities	5350		Not presented	Not presented		$	5350		Not presented		Not presented
Net income	$	5,~~272~~853

	Nine Months EndedJune 30, 2025
	Three Months EndedDecember 31, 2024
	Basic Earnings Per Share					Diluted Earnings Per Share
	IncomeAllocation(A)(1)		Weighted-AverageSharesOutstanding (B)	Earnings perShare =(A)/(B)(2)		IncomeAllocation(A)(1)			Weighted-AverageSharesOutstanding (B)		Earnings perShare =(A)/(B)(2)
	(in millions, except per share data)
Class A common stock	$	134,~~067~~466	1,~~720~~729	$	72.6058	$	145,~~968~~119	(3)	1,~~973~~985	(3)	$	72.5958
Class B-1 common stock	5720		5	$	114.8804	$	5720		5		$	114.8704
Class B-2 common stock	~~1,408~~480		120	$	113.7099	$	~~1,406~~479		120		$	113.6998
Class C common stock	~~280~~98		910	$	3010.3933	$	~~280~~98		910		$	3010.3532
Participating securities	~~156~~55		Not presented	Not presented		$	~~156~~55		Not presented		Not presented
Net income	$	145,~~968~~119

	Three Months EndedJune 30, 2024
	Basic Earnings Per Share					Diluted Earnings Per Share
	IncomeAllocation(A)(1)		Weighted-AverageSharesOutstanding (B)	Earnings perShare =(A)/(B)(2)		IncomeAllocation(A)(1)			Weighted-AverageSharesOutstanding (B)		Earnings perShare =(A)/(B)(2)
	(in millions, except per share data)
Class A common stock	$	3,870	1,610	$	2.40	$	4,872	(3)	2,029	(3)	$	2.40
Class B-1 common stock	372		97	$	3.82	$	371		97		$	3.81
Class B-2 common stock	283		74	$	3.82	$	282		74		$	3.81
Class C common stock	275		29	$	9.62	$	275		29		$	9.60
Participating securities	72		Not presented	Not presented		$	72		Not presented		Not presented
Net income	$	4,872

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	Nine Months EndedJune 30, 2024
	Basic Earnings Per Share					Diluted Earnings Per Share
	IncomeAllocation(A)(1)		Weighted-AverageSharesOutstanding (B)	Earnings perShare =(A)/(B)(2)		IncomeAllocation(A)(1)			Weighted-AverageSharesOutstanding (B)		Earnings perShare =(A)/(B)(2)
	(in millions, except per share data)
Class A common stock	$	11,276	1,591	$	7.09	$	14,425	(3)	2,038	(3)	$	7.08
Class B-1 common stock	2,209		196	$	11.25	$	2,206		196		$	11.24
Class B-2 common stock	277		25	$	11.25	$	276		25		$	11.24
Class C common stock	447		16	$	28.35	$	447		16		$	28.31
Participating securities	216		Not presented	Not presented		$	216		Not presented		Not presented
Net income	$	14,425

(1)Income allocation is based on the weighted-average number of as-converted class A common stock outstanding as shown in the table below.

(2)Figures in the table may not recalculate exactly due to rounding. Basic and diluted earnings per share are calculated based on unrounded numbers.

(3)Diluted class A common stock earnings per share calculation includes the assumed conversion of any class B-1, B-2 and C common stock and participating securities on an as-converted basis as shown in the table below and the incremental common stock equivalents related to employee stock plans, as calculated under the treasury stock method. ~~The~~For ~~common~~the ~~stock~~three ~~equivalents~~months ~~were~~ended ~~not~~December 31, ~~material~~2025 ~~for~~and 2024, the ~~three~~common ~~and~~stock ~~nine~~equivalents ~~months~~were ~~ended~~not ~~June 30,~~material ~~2025~~for ~~and~~each ~~2024~~period.

The following table presents the weighted-average number of as-converted class A common stock outstanding:

	Three Months EndedJune 30,		Nine Months EndedJune 30,
		Three Months EndedDecember 31,
	~~2025~~	~~2024~~	2025	2024
	~~(in millions)~~		(in millions)
Class B-1 common stock	8	~~155~~	8	~~312~~8
Class B-2 common stock	~~185~~	~~118~~	~~185~~183	39186
Class C common stock	36	~~114~~	3736	6338
Participating securities	20	30	2017	3121

~~Note 11—Share-based Compensation~~19

The following table presents the equity awards granted to employees and non-employee directors under the amended and restated 2007 Equity Incentive Compensation Plan (EIP) for the nine months ended June 30, 2025:

	Granted	Weighted-Average Grant Date Fair Value		Weighted-Average Exercise Price
Non-qualified stock options	643,847	$	73.55	$	311.85
Restricted stock units	2,591,835	$	313.07
Performance-based shares(1)	476,480	$	345.65

(1)Represents the maximum number of performance-based shares which could be earned.

For the three months ended June 30, 2025 and 2024, the Company recorded share-based compensation cost related to the EIP of $215 million and $203 million, respectively. For the nine months ended June 30, 2025 and 2024, the Company recorded share-based compensation cost related to the EIP of $680 million and $638 million, respectively.

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Note 12—~~Income~~Share-based ~~Taxes~~Compensation

~~For~~The ~~the~~following ~~three~~table ~~and~~presents ~~nine months ended June 30, 2025,~~ the ~~effective~~equity ~~income~~awards ~~tax~~granted ~~rate~~to ~~was~~employees ~~17%,~~ and ~~for~~non-employee ~~the~~directors ~~three~~under ~~and nine months ended June 30, 2024,~~ the ~~effective~~amended ~~income tax rates were 19%~~ and ~~18%,~~restated ~~respectively.~~2007 ~~The~~Equity ~~effective~~Incentive ~~income~~Compensation ~~tax~~Plan ~~rates~~(EIP) ~~differ~~for ~~due to a change in~~ the ~~geographic~~three ~~mix~~months ofended ~~earnings~~December as31, ~~well as the following~~2025:

•For the three and nine months ended June 30, 2025, a $60 million net tax benefit due to the reassessment of uncertain tax positions as a result of new information obtained during a tax examination;


	Granted	Weighted-Average Grant Date Fair Value		Weighted-Average Exercise Price
Non-qualified stock options	714,321	$	76.23	$	324.13
Restricted stock units	2,458,039	$	324.82
Performance shares(1)	381,324	$	344.15

~~•For~~(1)Represents the ~~nine~~maximum ~~months~~number ~~ended June 30, 2025, a $222 million tax benefit as a result~~ of aperformance ~~tax~~shares ~~position~~which ~~taken~~could onbe ~~certain expenses, partially offset by a $71 million tax expense related to the resolution of a tax matter; and~~earned.

•For the ~~nine~~three months ended ~~June~~December 3031, 2025 and 2024, athe ~~$184 million~~Company ~~tax~~recorded ~~benefit~~share-based ascompensation acost ~~result~~related ofto the ~~conclusion~~EIP of an$221 ~~audit~~million and $215 million, respectively.

~~For~~Note ~~the~~13—Income three and nine months ended June 30, 2025, the Company’s gross unrecognized tax benefits decreased $2.4 billion and $2.1 billion, respectively, and the Company’s net unrecognized tax benefits decreased $66 million and increased $34 million, respectively. The change in unrecognized tax benefits is related to various tax positions across several jurisdictions and reflects the reassessment mentioned above, including a decrease in gross timing differences. For the three and nine months ended June 30, 2025, accrued interest related to uncertain tax positions decreased $168 million and $142 million, respectively. For the three and nine months ended June 30, 2024, accrued interest related to uncertain tax positions increased $18 million and decreased $33 million, respectively.Taxes

~~The~~For ~~Internal~~the ~~Revenue~~three ~~Service~~months ~~concluded~~ended ~~fieldwork~~December 31, ~~related~~2025 toand ~~its~~2024, ~~examination of~~ the ~~Company’s~~effective ~~U.S. federal~~ income tax ~~returns~~rates ~~for~~were ~~fiscal~~13% ~~2016~~and ~~through~~17%, ~~2018~~respectively. For ~~fiscal~~the ~~2008~~three ~~through~~months ~~2018~~ended December 31, an2025, ~~unresolved~~a ~~issue~~$333 ~~related~~million deferred tax benefit was recognized due to ~~certain~~a ~~income~~change ~~tax~~in ~~deductions~~the ~~remains~~U.S. taxation of certain foreign earnings.

~~The~~For ~~Company’s~~the ~~California~~three ~~income~~months ~~tax~~ended ~~examination~~December 31, ~~for~~2025, ~~fiscal 2012 through 2015 concluded and~~ the Company’s ~~filed~~gross anunrecognized ~~administrative~~tax ~~appeal~~benefits ~~related~~increased to$13 million ~~refund~~and ~~claims~~the ~~for those years. The~~ Company’s ~~California~~net ~~income~~unrecognized tax ~~returns~~benefits ~~for~~increased ~~fiscal~~$11 ~~2016 through 2021 are currently under examination~~million. ~~Except~~The ~~for~~change ~~the~~in ~~refund~~unrecognized ~~claims,~~tax ~~the~~benefits ~~California~~is ~~statute~~related ofto ~~limitations~~various ~~has~~tax ~~expired~~positions ~~for~~across ~~fiscal~~several ~~years prior to 2016~~jurisdictions.

~~The~~For ~~Company’s~~fiscal ~~tax~~2016 ~~filings~~through ~~are subject to examination by U.S. federal~~2018, ~~state~~the ~~and~~Internal ~~foreign~~Revenue ~~taxing~~Service ~~authorities. The~~completed ~~timing~~its ~~and~~examination ~~outcome~~ of the ~~final~~Company’s ~~resolutions~~U.S. offederal ~~the various ongoing~~ income tax ~~examinations and refund claims are uncertain~~returns. ItThe Company is ~~not~~filing ~~reasonably~~an ~~possible~~appeal due to ~~estimate~~an ~~the~~unresolved ~~increase~~issue orrelated ~~decrease~~to incertain ~~unrecognized~~income tax ~~benefits within the next 12 months~~deductions.

~~Note~~The ~~13—Legal~~Company’s ~~Matters~~tax filings are subject to examination by U.S. federal, state and foreign taxing authorities. The timing and outcome of the final resolutions of the various ongoing income tax examinations and refund claims are uncertain.

Note 14—Legal Matters

The Company is a party to various legal and regulatory proceedings. Some of these proceedings involve complex claims that are subject to substantial uncertainties and unascertainable damages. For those proceedings where a loss is determined to be only reasonably possible or probable but not estimable, the Company has disclosed the nature of the claim. Additionally, unless otherwise disclosed below with respect to these proceedings, the Company cannot provide an estimate of the possible loss or range of loss. Although the Company believes that it has strong defenses for the litigation and regulatory proceedings described below, it could, in the future, incur judgments or fines or enter into settlements of claims that could have a material adverse effect on the Company’s financial position, results of operations or cash flows. From time to time, the Company may engage in settlement discussions or mediations with respect to one or more of its outstanding litigation matters, either on its own behalf or collectively with other parties.

The litigation accrual is an estimate and is based on management’s understanding of its litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management’s best estimate of incurred loss as of the balance sheet date.

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The following table summarizes the activity related to accrued litigation:

	Nine Months EndedJune 30,
	Three Months EndedDecember 31,
	2025		2024
	(in millions)
Balance as of beginning of period	$	13,~~727~~033	$	1,~~751~~727
Provision for uncovered legal matters	~~114~~1		~~311~~17
Provision for covered legal matters	~~1,564~~707		~~201~~34
Payments for legal matters	(~~1,053~~335)		(~~575~~129)
Balance as of end of period	$	23,~~352~~406	$	1,~~688~~649

Accrual Summary—U.S. Covered Litigation

Visa Inc., Visa U.S.A. and Visa International are parties to certain legal proceedings that are covered by the U.S. retrospective responsibility plan, which the Company refers to as the U.S. covered litigation. An accrual for the U.S. covered litigation and a charge to the litigation provision are recorded when a loss is deemed to be probable and reasonably estimable. In making this determination, the Company evaluates available information, including but not limited to actions taken by the Company’s litigation committee. The total accrual related to the U.S. covered litigation could be either higher or lower than the escrow account balance. See further discussion below under U.S. Covered Litigation and Note 54—U.S. and Europe Retrospective Responsibility Plans.

The following table summarizes the accrual activity related to U.S. covered litigation:

	Nine Months EndedJune 30,
	Three Months EndedDecember 31,
	2025		2024
	(in millions)
Balance as of beginning of period	$	12,~~537~~698	$	1,~~621~~537
Provision for interchange multidistrict litigation	~~1,545~~707		~~140~~27
Payments for U.S. covered litigation	(~~827~~207)		~~(204)~~—
Balance as of end of period	$	23,~~255~~198	$	1,~~557~~564

For the ~~nine~~three months ended ~~June 30~~December 31, 2025, the Company recorded an additional ~~accruals~~accrual of $~~1.5~~707 ~~billion~~million and deposited $~~375~~500 million into the U.S. litigation escrow account to address claims associated with the interchange multidistrict litigation. The accrual balance is consistent with the Company’s best estimate of its share of a probable and reasonably estimable loss with respect to the U.S. covered litigation. While this estimate is consistent with the Company’s view of the current status of the litigation, the probable and reasonably estimable loss or range of such loss could materially vary based on developments in the litigation. The Company will continue to consider and reevaluate this estimate in light of the substantial uncertainties with respect to the litigation. The Company is unable to estimate a potential loss or range of loss, if any, at trial if negotiated resolutions cannot be reached.

Accrual Summary—VE Territory Covered Litigation

Visa Inc., Visa International and Visa Europe are parties to certain legal proceedings that are covered by the Europe retrospective responsibility plan. Unlike the U.S. retrospective responsibility plan, the Europe retrospective responsibility plan does not have an escrow account that is used to fund settlements or judgments. The Company is entitled to recover VE territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock. An accrual for the VE territory covered losses and a reduction to stockholders’ equity will be recorded when the loss is deemed to be probable and reasonably estimable. See further discussion below under VE Territory Covered Litigation and Note 54—U.S. and Europe Retrospective Responsibility Plans.

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The following table summarizes the accrual activity related to VE territory covered litigation:

	Nine Months EndedJune 30,
	Three Months EndedDecember 31,
	2025		2024
	(in millions)
Balance as of beginning of period	$	729	$	~~110~~72
Provision for VE territory covered litigation	19—		617
Payments for VE territory covered litigation	(854)		(~~146~~21)
Balance as of end of period	$	65	$	2558

U.S. Covered Litigation

Interchange Multidistrict Litigation (MDL) - Class Actions

On November 10, 2025, Visa and Mastercard entered into a superseding and amended settlement agreement to resolve the Injunctive Relief Class claims and the Injunctive Relief Class plaintiffs filed a motion for preliminary approval of the settlement.

Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions

Visa has reached settlements with a number of merchants representing approximately 8287% of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs.

On November 15, 2024, defendants served a motion for injunction compelling dismissal of claims by Intuit and Block. On March 24, 2025, the magistrate judge recommended that the motion for injunction be denied, and defendants filed an objection to the magistrate judge’s recommendation.

On December 18, 2024, in the actions led by Target Corporation and by 7-Eleven, Inc., the U.S. District Court for the Southern District of New York denied defendants’ motion for a revised summary judgment ruling based on Illinois Brick.

In the action led by Grubhub Holdings Inc., the U.S. District Court for the Northern District of Illinois set a trial date.

Consumer Interchange Litigation

On December 30, 2024, the district court adopted the magistrate judge’s recommendation to deny defendants’ motion to compel arbitration and grant defendants’ motion to dismiss plaintiffs’ California law claims, and plaintiffs moved for reconsideration. On May 12, 2025, the U.S. District Court for the Eastern District of New York denied plaintiffs’ motion for reconsideration and their request for leave to amend the complaint, which decision plaintiffs have both appealed and moved to alter or amend.

VE Territory Covered Litigation

~~Europe~~Visa ~~Merchant~~filed ~~Litigation~~a jurisdictional challenge in the Dutch class action on December 17, 2025.

Since July 2013, proceedings have been commenced by more than 1,150 Merchants (the capitalized term “Merchant”, when used in this section, means a Merchant together with subsidiary/affiliate companies that are party to the same claim) against Visa Europe, Visa Inc. and other Visa subsidiaries in the UK and other countries, primarily relating to interchange rates in Europe and, in some cases, relating to fees charged by Visa and certain Visa rules. They seek damages for alleged anti-competitive conduct in relation to one or more of the following types of interchange fees for credit and debit card transactions: UK domestic, other European domestic, intra-European Economic Area and/or other inter-regional. As of the filing date, Visa has settled the claims asserted by over 950 Merchants, and there are approximately 150 Merchants with outstanding claims. In addition, over 30 Merchants have threatened to commence similar proceedings. Standstill agreements have been entered into with respect to some of those threatened Merchant claims, several of which have been settled. While the amount of interchange being challenged could be substantial, these claims have not yet been filed and their full scope is not yet known. The Company anticipates additional claims in the future.

On December 19, 2024 the UK Court of Appeal issued a decision restricting Merchant damages to six years preceding the claim filing. The six-year limitation period will apply to all existing and future Merchant claims brought under English law in the Courts of England and Wales. In April 2025, a trial was completed before the UK

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Competition Appeal Tribunal (CAT) regarding the extent to which interchange fees were passed on by acquirers and merchants. On June 25, 2025, a judgment was handed down by the CAT determining that certain interchange rates restrict competition under UK antitrust law.

On July 8, 2025, Visa was served with a class action claim in the Netherlands on behalf of Dutch merchants against several Visa entities. The claim alleges that inter-regional interchange fees on transactions at Dutch merchants are a restriction of competition and seeks damages from 1992 to present.

Other Litigation

The claimant in the class action in the Israel Central District Court filed a counter-response to Visa’s July 22, 2024 response and a preliminary hearing was held on February 26, 2025.

Other Litigation

U.S. Department of Justice

On December 16, 2024, Visa filed a motion to dismiss the complaint. On June 23, 2025, the court denied the motion.

U.S. Debit Class Actions

On November 26, 2024, plaintiffs in the four putative class actions brought on behalf of merchants then-pending in the U.S. District Court for the Southern District of New York moved to consolidate their cases, appoint interim leadership, and enter an interim schedule, which the court granted. On December 16, 2024, those plaintiffs filed an amended consolidated complaint. On December 13, 2024, plaintiffs in three putative class actions brought on behalf of cardholders pending in or being transferred to the U.S. District Court for the Southern District of New York moved to consolidate their cases, appoint interim leadership and enter an interim schedule, which the court granted. Two remaining cardholder actions were subsequently transferred to that court. On December 27, 2024, plaintiffs in the consolidated cardholder actions filed an amended consolidated complaint. On January 29, 2025, an additional putative class action brought on behalf of merchants was filed in the U.S. District Court for the Southern District of New York, which was consolidated into the existing merchant consolidated complaint. On February 24, 2025, Visa filed motions to dismiss the consolidated complaints by merchants and cardholders. Visa also filed a motion to stay the litigation as to certain putative class representatives and certain claims in the merchant complaint, which was granted. On March 28, 2025, Visa filed a motion in the U.S. District Court for the Eastern District of New York to compel dismissal of certain claims asserted by certain putative class representatives.

U.S. Securities Class Action

On ~~November~~December 2010, ~~2024~~2025, ~~Beibei Cai filed a putative securities class action in~~ the ~~U.S.~~court ~~District~~granted ~~Court for the Northern District of California against~~ Visa’s ~~Inc.,~~motion ~~and~~to ~~certain~~dismiss ofthe ~~our~~amended ~~officers~~complaint onwith ~~behalf~~leave ofto ~~all persons or entities who purchased or otherwise acquired publicly traded Visa securities between November 16~~amend, ~~2023~~ and ~~September~~denied ~~23, 2024. The complaint alleges that defendants violated Sections 10(b) and 20(a) of~~ the ~~Securities~~motion ~~Exchange Act of 1934 and SEC Rule 10b-5 in failing~~ to ~~disclose~~strike ~~that Visa was in violation of U.S. federal antitrust laws,~~ as ~~was alleged in the lawsuit filed by the U~~moot.S. Department of Justice on September 24, 2024 (see U.S. Department of Justice matter). The plaintiff seeks a ruling that this case may proceed as a class action, and seeks damages, attorneys’ fees, and costs. On ~~April~~January 239, ~~2025~~2026, ~~the court appointed Cai as lead representative~~ plaintiff. ~~On July 15, 2025 plaintiff~~ filed ana second amended complaint, ~~adding certain current~~ and ~~former~~Visa ~~officers~~filed asa ~~defendants~~motion ~~and~~to ~~bringing~~dismiss ~~the action~~ on ~~behalf~~January ~~of all persons or entities who purchased or otherwise acquired publicly traded Visa securities between March 2, 2023 and September~~ 23, ~~2024~~2026.

Derivative Cases

Between January 31, 2025, and March 27, 2025, three shareholder derivative actions were filed in the U.S. District Court for the Northern District of California. These actions are purportedly brought by shareholders on behalf of Visa Inc. and against certain of its current and former directors and officers. Collectively, the actions assert claims for breach of fiduciary duty and violations of Sections 10(b) and 14(a) of the Securities Exchange Act of 1934 for failing to disclose that Visa was in violation of U.S. federal antitrust laws, as was alleged in the lawsuit filed by the U.S. Department of Justice on September 24, 2024 (see U.S. Department of Justice matter), as well as claims

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under Sections 20(a) and 21D of the Exchange Act and for unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, insider trading, and aiding and abetting. Plaintiffs seek monetary damages, corporate governance changes and other equitable relief on behalf of Visa Inc. in addition to attorneys’ fees and costs.

Debit Surcharge Class Action

On December 412, 2024, James Williams filed a putative class action in the U.S. District Court for the Northern District of California against Visa Inc. on behalf of a nationwide class of all persons in the United States who paid a surcharge when completing a purchase with a Visa debit card in a transaction with a merchant located in the United States since 2010. The complaint claims that Visa has failed to enforce its rules prohibiting merchants from surcharging those transactions, and that plaintiff and putative class members have been harmed as a result. Plaintiff asserts breach of contract, unjust enrichment and unfair competition claims, and seeks monetary damages, declaratory and injunctive relief. On February 13, 2025, ~~Visa filed a motion to dismiss~~ the ~~complaint. On May 28, 2025, the district~~ court granted Visa’s motion to dismiss ~~with~~the ~~leave to amend certain claims, and plaintiff subsequently filed an~~ amended complaint ~~asserting~~without ~~substantially~~further ~~the~~leave ~~same~~to ~~claims~~amend. OnPlaintiff ~~July~~appealed ~~23,~~but ~~2025,~~subsequently ~~Visa~~dismissed ~~filed~~its ~~a motion to dismiss the amended complaint~~appeal.

U.S. ATM Access Fee Litigation

On December 618, ~~2024~~2025, plaintiffs in ~~the~~Burke ~~Mackmin action~~ filed a motion for ~~final~~preliminary approval of the class ~~action~~ settlement with Visa and Mastercard~~, which the court granted on June 23, 2025~~.

EMV Chip Liability Shift

On June 24, 2025, plaintiffs filed a motion for preliminary approval of class settlements with Discover and American Express.

MiCamp Solutions

On ~~March~~December 2411, 2025, the court ~~dismissed~~granted ~~with prejudice MiCamp Solutions~~Visa’s ~~constitutional~~motion ~~law claims, dismissed with leave~~ to ~~amend~~dismiss ~~its federal~~ and ~~state~~dismissed antitrust claims and state data privacy law claims, and denied a motion for a temporary restraining order and preliminary injunction that MiCamp Solutions filed on March 6, 2025. On April 14, 2025, MiCamp Solutions filed a second amended complaint alleging violations of federal and state antitrust and unfair competition laws based on Visaplaintiffs’s ~~assessment~~case ofwithout ~~fees~~further ~~for~~leave ~~non-compliance with its surcharge rules. On May 28, 2025, Visa filed a motion~~ to ~~dismiss the second amended complaint~~amend.

Mirage Wine + Spirits Inc.

On July 9, 2025, the court granted defendants’ motion to dismiss the Amended Class Action Complaint, with leave to amend.

German ATM Litigation

Several of Visa’s ~~challenge~~jurisdictional tochallenges ~~the~~are ~~jurisdiction of the German courts to hear the claims is~~ pending in the German Federal ~~Supreme~~ Court. of Justice.

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ITEM 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations

This management’s discussion and analysis provides a review of the results of operations, financial condition and liquidity and capital resources of Visa Inc. and its subsidiaries (Visa, we, us, our or the Company) on a historical basis and outlines the factors that have affected recent earnings, as well as those factors that may affect future earnings. The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and related notes included in Item 1—Financial Statements of this report.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to, among other things, ~~the impact on~~ our future financial position, results of operations and cash flows; prospects, developments, strategies and growth of our business; anticipated expansion of our products in certain countries and territories; industry developments; anticipated timing and benefits of our acquisitions; expectations regarding litigation matters, investigations and proceedings; timing and amount of stock repurchases; sufficiency of sources of liquidity and funding; effectiveness of our risk management programs; and expectations regarding the impact of recent accounting pronouncements on our unaudited consolidated financial statements. Forward-looking statements generally are identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “projects,” “could,” “should,” “will,” “continue” and other similar expressions. All statements other than statements of historical fact could be forward-looking statements, which speak only as of the date they are made, are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond our control and are difficult to predict. We describe risks and uncertainties that could cause actual results or outcomes, or the timing of our results or outcomes, to differ materially from those expressed in, or implied by, any of these forward-looking statements in our SEC filings, including our Annual Report on Form 10-K, for the year ended September 30, ~~2024~~2025, and any subsequent reports on Forms 10-Q and 8-K. Except as required by law, we do not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise.

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Overview

Visa is a global payments technology company that facilitates secure, reliable and efficient global commerce and money movement. ~~across~~We ~~more~~provide ~~than~~transaction ~~200~~processing ~~countries~~services ~~and~~(primarily ~~territories~~authorization, ~~among~~clearing aand ~~global~~settlement) ~~set~~among of consumers, ~~merchants,~~issuing and acquiring financial institutions and ~~government~~sellers. ~~entities~~We ~~through~~are ~~innovative~~focused ~~technologies.~~on Weextending, ~~provide~~enhancing and investing in our proprietary advanced transaction processing ~~services~~network, ~~(primarily authorization~~VisaNet, ~~clearing~~to ~~and~~offer ~~settlement)~~a tosingle ~~our~~connection ~~financial~~point ~~institution~~for ~~and~~facilitating ~~merchant~~money ~~clients~~movement to multiple endpoints through ~~VisaNet,~~various ~~our~~form ~~proprietary~~factors ~~advanced~~and ~~transaction~~innovative ~~processing~~technologies ~~network.~~across Wemore ~~offer~~than ~~products,~~200 ~~solutions~~countries and ~~services~~territories. ~~that~~Visa ~~facilitate~~is ~~secure~~not a financial institution. We do not issue cards, ~~reliable~~extend ~~and~~credit ~~efficient~~or ~~money~~set ~~movement~~rates and fees for ~~all~~account ~~participants~~holders inof ~~the~~Visa ~~ecosystem~~products.

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

	Three Months EndedJune 30,						Nine Months EndedJune 30,
			Three Months EndedDecember 31,
	~~2025~~		~~2024~~		~~%Change(1)~~		2025		2024		%Change(1)
	~~(in millions, except percentages and per share data)~~						(in millions, except percentages and per share data)
Net revenue	$	~~10,172~~	$	~~8,900~~	14	%	$	2910,~~276~~901	$	269,~~309~~510	1115	%
Operating expenses	$	~~3,995~~	$	~~2,962~~	35	%	$	114,~~430~~164	$	93,~~063~~276	2627	%
Net income	$	~~5,272~~	$	~~4,872~~	8	%	$	145,~~968~~853	$	145,~~425~~119	414	%
Diluted earnings per share	$	~~2.69~~	$	~~2.40~~	12	%	$	73.5903	$	72.0858	717	%
Non-GAAP operating expenses(2)	$	~~3,307~~	$	~~2,927~~	13	%	$	93,~~295~~391	$	82,~~417~~917	1016	%
Non-GAAP net income(2)	$	~~5,834~~	$	~~4,909~~	19	%	$	166,~~739~~124	$	145,~~964~~463	12	%
Non-GAAP diluted earnings per share(2)	$	~~2.98~~	$	~~2.42~~	23	%	$	83.4917	$	72.3475	1615	%

(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.

(2)For a ~~full~~ reconciliation of our GAAP to non-GAAP financial results, see tables in Non-GAAP financial results below.

Highlights. For the three ~~and nine~~ months ended ~~June~~December 3031, 2025, net revenue increased 1415% ~~and 11%~~ over the prior-year comparable ~~periods~~period, ~~respectively,~~ primarily due to the growth in ~~processed transactions,~~ nominal cross-border volume, processed transactions and nominal payments volume, partially offset by higher client incentives. ~~For~~See ~~the~~Results ~~three~~of ~~months~~Operations—Net ~~ended~~Revenue ~~June 30,~~below ~~2025,~~for ~~exchange~~further ~~rate movements did not have a material impact on net revenue growth~~discussion. For the ~~nine~~three months ended ~~June~~December 3031, 2025, exchange rate movements ~~lowered~~increased our net revenue growth by approximately one percentage point. ~~See Results of Operations—Net Revenue below for further discussion.~~

For the three ~~and nine~~ months ended ~~June~~December 3031, 2025, operating expenses increased 3527% ~~and 26%~~ over the prior-year comparable ~~periods~~period, ~~respectively,~~ primarily driven by higher litigation provision ~~and personnel expenses~~. See Results of Operations—Operating Expenses below for further discussion. For the three ~~and nine~~ months ended ~~June~~December 3031, 2025, exchange rate movements ~~lowered~~increased our operating expense growth by approximately one-and-a-half a percentage ~~point and one percentage point, respectively~~points.

For the three ~~and nine~~ months ended ~~June~~December 3031, 2025, non-GAAP operating expenses increased 1316% ~~and 10%~~ over the prior-year comparable ~~periods~~period, ~~respectively,~~ primarily driven by higher personnel, ~~general and administrative~~marketing, and ~~depreciation~~general and ~~amortization~~administrative expenses.

~~Senior~~Interchange ~~notes~~multidistrict litigation. InFor ~~May~~the three months ended December 31, 2025, we ~~issued~~recorded ~~Euro-denominated~~an ~~fixed-rate~~additional ~~senior~~accrual ~~notes~~of in$707 amillion ~~public~~to ~~offering~~address inclaims anassociated ~~aggregate~~with ~~principal~~the ~~amount~~interchange ofmultidistrict €3litigation.~~5 billion~~ (We also made a deposit of $3500 million into the U.~~9 billion),~~ ~~with~~S. ~~maturities~~litigation ~~ranging~~escrow ~~between~~account. 3The ~~and~~additional 19accrual ~~years~~related to the interchange multidistrict litigation could be higher or lower than the deposit made into the U.S. litigation escrow account. See Note 74—~~Debt~~U.S. and Europe Retrospective Responsibility Plans and Note 14—Legal Matters to our unaudited consolidated financial statements.

~~Acquisition~~Common stock repurchases. For Inthe three months ended December ~~2024~~31, 2025, we ~~acquired~~repurchased ~~Featurespace~~11 ~~Limited~~million ~~(Featurespace),~~shares ~~a developer~~ of ~~real-time~~our ~~artificial~~class ~~intelligence~~A ~~payments~~common ~~protection~~stock ~~technology~~in ~~that~~the ~~prevents~~open ~~and~~market ~~mitigates~~for ~~payments~~$3.8 ~~fraud~~billion. ~~and~~As ~~financial~~of ~~crime~~December 31, ~~risks~~2025, ~~for~~our ashare ~~purchase~~repurchase ~~consideration~~program had remaining authorized funds of $~~946 million~~21.1 billion. See Note 210—~~Acquisitions~~Stockholders’ Equity to our unaudited consolidated financial statements.

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Interchange multidistrict litigation. For the nine months ended June 30, 2025, we recorded additional accruals of $1.5 billion to address claims associated with the interchange multidistrict litigation. We also made deposits of $375 million into the U. S. litigation escrow account. The additional accruals related to the interchange multidistrict litigation could be higher or lower than deposits made into the U.S. litigation escrow account. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 13—Legal Matters to our unaudited consolidated financial statements.

Common stock repurchases. In April 2025, our board of directors authorized a $30.0 billion share repurchase program, providing multi-year flexibility. For the nine months ended June 30, 2025, we repurchased 40 million shares of our class A common stock in the open market for $13.2 billion. As of June 30, 2025, our share repurchase program had remaining authorized funds of $29.8 billion. See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements.

Non-GAAP financial results. We use non-GAAP financial measures of our performance which exclude certain items which we believe are not representative of our continuing operations, as they may be non-recurring or have no cash impact, and may distort our longer-term operating trends. We consider non-GAAP measures useful to investors because they provide greater transparency into management’s view and assessment of our ongoing operating performance.

We exclude the following from our GAAP financial results to arrive at our non-GAAP financial results:

•Gains and losses on equity investments. Gains and losses on equity investments include periodic non-cash fair value adjustments and gains and losses upon sale of an investment. These long-term investments are strategic in nature and are primarily private company investments. Gains and losses associated with these investments are tied to the performance of the companies that we invest in and therefore do not correlate to the underlying performance of our business.

•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.

•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 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.

•~~Severance~~Litigation ~~costs~~provision. ~~For~~Litigation ~~the~~provision ~~nine~~includes ~~months~~significant ~~ended~~accruals ~~June 30,~~related ~~2025,~~to wecertain ~~recorded~~legal ~~severance~~matters ~~costs~~that ~~within~~are ~~personnel~~not ~~expense~~covered toby ~~realign~~the ~~our~~U.S. ~~organizational~~retrospective ~~structure~~responsibility plan or the Europe retrospective responsibility plan (uncovered legal matters) and ~~focus~~additional onaccruals ~~areas~~associated ~~that~~with ~~will~~the ~~drive~~interchange ~~higher~~multidistrict ~~long-term~~litigation ~~growth~~which are covered by the U.S. ~~This~~retrospective ~~broad-~~responsibility plan (U.S. covered litigation). Litigation provision associated with these matters can vary significantly based ~~optimization~~on ~~effort~~the ~~has~~facts ~~been~~and ~~excluded~~circumstances asrelated itto iseach matter and do not ~~representative~~correlate to the underlying performance of our ~~ongoing~~business. ~~operations~~For the three months ended December 31, 2025 and 2024, we have excluded these amounts to facilitate a comparison to our past operating performance.

~~•Lease~~Under ~~consolidation~~the ~~costs~~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-1 and class B-2 common stock ultimately convert into shares of class A common stock. For the ~~nine~~three months ended ~~June 30~~December 31, 2025, basic and ~~2024,~~diluted weearnings ~~recorded~~per ~~charges~~class ~~within~~A ~~general~~common ~~and~~stock ~~administrative~~was ~~expense~~unchanged ~~associated~~as ~~with~~a result of the ~~consolidation~~downward adjustments of ~~certain~~the ~~leased~~class ~~office~~B-1 ~~spaces~~and B-2 common stock conversion rates during the period. WeFor ~~have~~the ~~excluded~~three ~~these~~months ~~amounts~~ended asDecember it31, ~~does~~2024, ~~not~~there ~~reflect~~was ~~the~~no ~~underlying~~conversion ~~performance~~rate ofadjustment. See Note 4—U.S. and Europe Retrospective Responsibility Plans and Note 14—Legal Matters to our ~~business~~unaudited consolidated financial statements.

•~~Litigation~~Deferred ~~provision.~~tax ~~Litigation provision includes significant accruals related to certain legal matters that are not covered by the U~~benefit.S. ~~retrospective~~For ~~responsibility plan or~~ the ~~Europe~~three ~~retrospective~~months ~~responsibility~~ended ~~plan~~December ~~(uncovered~~31, ~~legal~~2025, ~~matters)~~we ~~and~~recorded ~~additional~~a ~~accruals~~deferred ~~associated~~tax ~~with~~benefit ~~the~~within ~~interchange~~income ~~multidistrict~~tax ~~litigation~~provision ~~which~~due ~~are~~to ~~covered~~a bychange in the U.S. ~~retrospective~~taxation ~~responsibility~~of ~~plan~~certain ~~(U.S.~~foreign ~~covered litigation)~~earnings. ~~Litigation~~We ~~provision~~have ~~associated~~excluded ~~with~~this ~~these~~one-time ~~matters~~non-cash ~~can~~benefit ~~vary~~as ~~significantly~~it ~~based~~is ~~on the facts and circumstances related to each matter and do~~ not ~~correlate~~representative ~~to the underlying performance~~ of our ~~business.~~ongoing ~~For the three and nine months ended June 30, 2025 and 2024, we have excluded these amounts to facilitate a comparison to our past operating performance~~operations.

~~Under~~•Severance ~~the U~~costs.S. ~~retrospective~~For ~~responsibility~~the ~~plan,~~three wemonths ~~recover~~ended ~~the~~December ~~monetary~~31, ~~liabilities~~2024, ~~related~~we torecorded ~~the~~severance ~~U.S.~~costs ~~covered~~within ~~litigation~~personnel ~~through~~expense ato ~~downward~~realign ~~adjustment~~our toorganizational ~~the~~structure ~~rate~~and atfocus ~~which~~on ~~shares~~areas ofthat ~~our~~will ~~class~~drive Bhigher long-1term ~~and~~growth. ~~class~~This Bbroad-2based ~~common~~optimization ~~stock~~effort ~~ultimately~~has ~~convert~~been ~~into~~excluded ~~shares~~as ofit ~~class~~is Anot ~~common~~representative ~~stock.~~of ~~For~~our ~~the~~ongoing ~~three months ended June~~ operations.

•Lease consolidation costs. For the three months ended December 31, 2024, 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.

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30, 2025 and the three and nine months ended June 30, 2024, 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. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 13—Legal Matters to our unaudited consolidated financial statements.

•Indirect taxes. During the three and nine months ended June 30, 2024, as a result of the resolution of an audit, we recognized a benefit within general and administrative expense related to the release of the reserve previously recognized in fiscal 2021. This one-time benefit is not representative of our ongoing operations.

•Charitable contribution. During the three and nine months ended June 30, 2024, we donated investment securities to the Visa Foundation and recognized a non-cash general and administrative expense. We have excluded this amount as it does 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 GAAP. The following tables reconcile our GAAP to non-GAAP financial measures:

	Three Months EndedJune 30, 2025
	Three Months EndedDecember 31, 2025
	Operating Expenses		Non-operating Income (Expense)		Income Tax Provision(1)		Effective Income Tax Rate(2)		Net Income		Diluted Earnings Per Share(2)
	(in millions, except percentages and per share data)
GAAP	$	34,~~995~~164	$	~~156~~(11)	$	~~1,061~~873	1613.70	%	$	5,~~272~~853	$	23.6903
(Gains) losses on equity investments, net	—		357		72				285		~~0.01~~—
Amortization of acquired intangible assets	(54)		—		14				40		0.02
Acquisition-related costs	(1912)		—		1				1811		0.01
Litigation provision	(~~615~~707)		—		~~139~~159				~~476~~548		0.2428
Non-GAAP	$	3,307	$	191	$	1,222	17.3	%	$	5,834	$	2.98
Deferred tax benefit	—		—		333				(333)		(0.17)
Non-GAAP	$	3,391	$	(4)	$	1,382	18.4	%	$	6,124	$	3.17

	Nine Months EndedJune 30, 2025
	Three Months EndedDecember 31, 2024
	Operating Expenses		Non-operating Income (Expense)		Income Tax Provision(1)		Effective Income Tax Rate(2)		Net Income		Diluted Earnings Per Share(2)
	(in millions, except percentages and per share data)
GAAP	$	113,~~430~~276	$	~~125~~(34)	$	31,~~003~~081	1617.74	%	$	145,~~968~~119	$	72.5958
(Gains) losses on equity investments, net	—		~~133~~75		2917				~~104~~58		0.0503
Amortization of acquired intangible assets	(~~164~~46)		—		4111				~~123~~35		0.0602
Acquisition-related costs	(8534)		—		62				7932		0.0402
Severance costs	(213)		—		45				168		0.08
Lease consolidation costs	(39)		—		9				30		0.02
Litigation provision	(~~1,634~~27)		—		~~367~~6				~~1,267~~21		0.6401
Non-GAAP	$	92,~~295~~917	$	~~258~~41	$	31,~~500~~171	17.37	%	$	165,~~739~~463	$	82.4975

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	Three Months EndedJune 30, 2024
	Operating Expenses		Non-operating Income (Expense)		Income Tax Provision(1)		Effective Income Tax Rate(2)		Net Income		Diluted Earnings Per Share(2)
	(in millions, except percentages and per share data)
GAAP	$	2,962	$	51	$	1,117	18.6	%	$	4,872	$	2.40
(Gains) losses on equity investments, net	—		22		5				17		0.01
Amortization of acquired intangible assets	(48)		—		13				35		0.02
Acquisition-related costs	(28)		—		3				25		0.01
Litigation provision	(10)		—		2				8		—
Indirect taxes	118		—		(29)				(89)		(0.04)
Charitable contribution	(67)		—		26				41		0.02
Non-GAAP	$	2,927	$	73	$	1,137	18.8	%	$	4,909	$	2.42

	Nine Months EndedJune 30, 2024
	Operating Expenses		Non-operating Income (Expense)		Income Tax Provision(1)		Effective Income Tax Rate(2)		Net Income		Diluted Earnings Per Share(2)
	(in millions, except percentages and per share data)
GAAP	$	9,063	$	298	$	3,119	17.8	%	$	14,425	$	7.08
(Gains) losses on equity investments, net	—		48		11				37		0.02
Amortization of acquired intangible assets	(131)		—		32				99		0.05
Acquisition-related costs	(75)		—		5				70		0.03
Litigation provision	(434)		—		97				337		0.17
Lease consolidation costs	(57)		—		13				44		0.02
Indirect taxes	118		—		(29)				(89)		(0.04)
Charitable contribution	(67)		—		26				41		0.02
Non-GAAP	$	8,417	$	346	$	3,274	17.9	%	$	14,964	$	7.34

(1)Determined by applying applicable tax rates.

(2)Figures in the table may not recalculate exactly due to rounding. Effective income tax rate, diluted earnings per share and their respective totals are calculated based on unrounded numbers.

Payments volume and processed transactions. Payments volume is the primary driver for our service revenue, and the number of processed transactions is the primary driver for our data processing revenue.

Payments volume represents the aggregate dollar amount of purchases made with cards and other form factors carrying the Visa, Visa Electron, V PAY and Interlink brands and excludes Europe co-badged volume. Nominal payments volume is denominated in U.S. dollars and is calculated each quarter by applying an established U.S. dollar/foreign currency exchange rate for each local currency in which our volumes are reported. Processed transactions include payments and cash transactions, and represent transactions using cards and other form factors carrying the Visa, Visa Electron, V PAY, Interlink and PLUS brands processed on Visa’s networks.

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The following ~~tables~~table ~~present~~presents nominal payments and cash volume:

	U.S.				International			~~International~~		Visa					~~Visa~~
	Three Months Ended March 31,(1)							Three Months Ended March 31,(1)							Three Months Ended March 31,(1)
	Three Months Ended September 30,(1)
	2025		2024		~~% Change(2)~~2025			~~2025~~2024		~~2024~~2025		~~% Change(2)~~2024			~~2025~~		~~2024~~		~~% Change(2)~~
	(in billions, except percentages)
	(in billions)
Nominal payments volume
Consumer credit	$	~~592~~653	$	~~564~~610	5$	841	%	$	~~745~~773	$	~~725~~1,494	3$	1,382	%	$	~~1,337~~	$	~~1,289~~	4	%
Consumer debit(3)	802		745		8		%	789		739		7		%	1,591		1,483		7	%
Consumer debit(2)	833		771		933			827		1,766		1,598
Commercial(4)	261		253		3		%	156		149		5		%	416		401		4	%
Commercial(3)	290		268		183			160		473		428
Total nominal payments volume(2)	$	1,654	$	1,561	6		%	$	1,690	$	1,612	5		%	$	3,344	$	3,173	5	%
Total nominal payments volume(4)	$	1,775	$	1,649	$	1,957		$	1,760	$	3,732	$	3,409
Cash volume(5)	~~145~~153		~~148~~151		(2491		%)	~~454~~478		~~461~~644		(2628		%)	~~599~~		~~609~~		(2	%)
Total nominal volume(2),(6)	$	1,800	$	1,709	5		%	$	2,144	$	2,073	3		%	$	3,943	$	3,782	4	%
Total nominal volume(4),(6)	$	1,928	$	1,800	$	2,447		$	2,237	$	4,376	$	4,037
	U.S.							International							Visa
	Nine Months Ended March 31,(1)							Nine Months Ended March 31,(1)							Nine Months Ended March 31,(1)
	2025		2024		% Change(2)			2025		2024		% Change(2)			2025		2024		% Change(2)
	(in billions, except percentages)
Nominal payments volume
Consumer credit	$	1,844	$	1,744	6		%	$	2,312	$	2,218	4		%	$	4,156	$	3,961	5	%
Consumer debit(3)	2,379		2,219		7		%	2,458		2,251		9		%	4,838		4,470		8	%
Commercial(4)	801		773		4		%	483		457		6		%	1,284		1,230		4	%
Total nominal payments volume(2)	$	5,024	$	4,735	6		%	$	5,253	$	4,925	7		%	$	10,277	$	9,660	6	%
Cash volume(5)	445		452		(2		%)	1,412		1,423		(1		%)	1,857		1,876		(1	%)
Total nominal volume(2),(6)	$	5,469	$	5,188	5		%	$	6,665	$	6,348	5		%	$	12,134	$	11,536	5	%

The following table presents the ~~change~~changes in nominal and constant payments and cash volume:

	International				Visa				International				Visa
	U.S.		International				Visa
	Three Months Ended March 31,2025 vs. 2024(1),(2)				Three Months Ended March 31,2025 vs. 2024(1),(2)				Nine Months Ended March 31, 2025 vs. 2024(1),(2)				Nine Months Ended March 31, 2025 vs. 2024(1),(2)
	Three Months Ended September 30, 2025 vs. 2024(1),(4)
	Nominal		~~Constant(7)~~Nominal		~~Nominal~~Constant(7)		~~Constant(7)~~Nominal		~~Nominal~~Constant(7)		~~Constant(7)~~		~~Nominal~~		~~Constant(7)~~
Payments volume growth
Consumer credit growth	37	%	89	%	49	%	68	%	48	%	8	%	5	%	7	%
Consumer debit growth(3)	7	%	11	%	7	%	9	%	9	%	12	%	8	%	10	%
Consumer debit growth(2)	8	%	13	%	10	%	10	%	9	%
Commercial growth(4)	5	%	10	%	4	%	6	%	6	%	9	%	4	%	6	%
Commercial growth(3)	8	%	15	%	14	%	10	%	10	%
Total payments volume growth	58	%	911	%	510	%	89	%	79	%	10	%	6	%	8	%
Cash volume growth(5)	(2	%)	43	%	(2	%)	2	%	(12	%)	4	%	(1	%)	3	%
Total volume growth	37	%	89	%	48	%	78	%	58	%	9	%	5	%	7	%

(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 nine~~ months ended ~~June~~December 3031, 2025 and 2024, respectively, was based on nominal payments volume reported by our financial institution clients for the three ~~and nine~~ months ended ~~March~~September 3130, 2025 and 2024, respectively. On occasion, previously presented volume information may be updated. Prior period updates are not material.

(2)~~Figures~~Includes inconsumer ~~the~~prepaid ~~table~~volume ~~may not recalculate exactly due to rounding. Percentage changes~~ and ~~totals~~Interlink ~~are calculated based on unrounded numbers~~volume.

(3)Includes ~~consumer~~large, ~~prepaid~~medium ~~volume~~and small business credit and ~~Interlink~~debit, as well as commercial prepaid volume.

(4)~~Includes~~Figures ~~large,~~in ~~medium~~the ~~and~~table ~~small~~may ~~business~~not ~~credit~~recalculate exactly due to rounding. Percentage changes and ~~debit,~~totals asare ~~well~~calculated asbased ~~commercial~~on ~~prepaid~~unrounded ~~volume~~numbers.

(5)Cash volume generally consists of cash access transactions, balance access transactions, balance transfers and convenience checks.

(6)Total nominal volume is the sum of total nominal payments volume and cash volume. Total nominal volume is provided by our financial institution clients, subject to review by Visa.

(7)Growth on a constant-dollar basis excludes the impact of foreign currency fluctuations against the U.S. dollar.

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The following table presents the number of processed transactions:

Three Months EndedJune 30,

Nine Months EndedJune 30,

Three Months EndedDecember 31,

2025

2024

% Change(1)

~~2025(1)~~

~~2024(1)~~

~~% Change(1)~~

(in millions, except percentages)

Visa processed transactions

6569,~~443~~400

5963,~~318~~797

109

~~189,891~~

~~172,247~~

(1)Figures in the table may not recalculate exactly due to rounding. Percentage change is calculated based on unrounded numbers. On occasion, previously presented information may be updated. Prior period updates are not material.

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Results of Operations

Net Revenue

The following table presents our net revenue earned in the U.S. and internationally:

	Three Months EndedJune 30,						Nine Months EndedJune 30,
			Three Months EndedDecember 31,
	~~2025~~		~~2024~~		~~%Change(1)~~		2025		2024		%Change(1)
	~~(in millions, except percentages)~~						(in millions, except percentages)
U.S.	$	~~3,927~~	$	~~3,621~~	8	%	$	114,~~476~~163	$	103,~~909~~738	511	%
International	~~6,245~~		~~5,279~~		18	%	176,~~800~~738		155,~~400~~772		1617	%
Net revenue	$	~~10,172~~	$	~~8,900~~	14	%	$	2910,~~276~~901	$	269,~~309~~510	1115	%

(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.

Net revenue increased over the three ~~and nine~~-month prior-year comparable ~~periods~~period primarily due to the growth in ~~processed transactions,~~ nominal cross-border volume, processed transactions and nominal payments volume, partially offset by higher client incentives.

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 months ended ~~June~~December 3031, 2025, exchange rate movements ~~did~~increased ~~not have a material impact on net revenue growth. For the nine months ended June 30, 2025, exchange rate movements lowered~~ our net revenue growth by approximately one percentage point.

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The following table presents the components of our net revenue:

	Three Months EndedJune 30,						Nine Months EndedJune 30,
			Three Months EndedDecember 31,
	~~2025~~		~~2024~~		~~%Change(1)~~		2025		2024		%Change(1)
	~~(in millions, except percentages)~~						(in millions, except percentages)
Service revenue	$	~~4,330~~	$	~~3,967~~	9	%	$	124,~~937~~760	$	114,~~915~~208	913	%
Data processing revenue	~~5,153~~		~~4,489~~		15	%	145,~~599~~544		134,~~104~~745		1117	%
International transaction revenue	~~3,633~~		~~3,194~~		14	%	103,~~366~~652		93,~~197~~442		136	%
Other revenue	~~1,028~~		~~780~~		32	%	21,~~877~~214		~~2,228~~912		2933	%
Client incentives	~~(3,972)~~		~~(3,530)~~		13	%	(114,~~503~~269)		(103,~~135~~797)		1312	%
Net revenue	$	~~10,172~~	$	~~8,900~~	14	%	$	2910,~~276~~901	$	269,~~309~~510	1115	%

(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.

•Service revenue increased over the three ~~and nine~~-month prior-year comparable ~~periods~~period primarily due to growth in nominal payments volume of 59% ~~and 6%~~, ~~respectively,~~ select pricing modifications and growth in card benefits.

•Data processing revenue increased over the three ~~and nine~~-month prior-year comparable ~~periods~~period primarily due to growth in processed transactions of 109%~~. In addition~~, ~~the~~select ~~increase~~pricing ~~over~~modifications, ~~the~~growth ~~three-month~~in ~~prior~~value-~~year~~added ~~comparable~~services ~~period~~and ~~reflected~~higher ~~the~~cross-border ~~impact~~transaction ~~of select pricing modifications~~mix.

•International transaction revenue increased over the three ~~and nine~~-month prior-year comparable ~~periods~~period primarily due to growth in nominal cross-border ~~volumes~~volume of 1315%, excluding transactions within Europe, ~~and~~partially ~~higher~~offset by lower volatility of a broad range of currencies, ~~partially~~and ~~offset by~~ business mix.

•Other revenue increased over the three ~~and nine~~-month prior-year comparable ~~periods~~period primarily due to growth in ~~advisory~~Advisory and ~~other~~Other ~~services~~Services and select pricing modifications.

•Client incentives increased over the three ~~and nine~~-month prior-year comparable ~~periods~~period 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 June 30, 2025 and 2024, revenue from value-added services was $2.8 billion and $2.2 billion, respectively. For the nine months ended June 30, 2025 and 2024, revenue from value-added services was $7.8 billion and $6.4 billion, respectively. Value-added services revenue increased 28~~% and 22% over the three and nine-month prior-year comparable periods, respectively, primarily due to growth in advisory and other services, issuing solutions and acceptance solutions.~~

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For the three months ended December 31, 2025 and 2024, revenue from value-added services was $3.2 billion and $2.4 billion, respectively. Value-added services revenue increased 32% over the three-month prior-year comparable period primarily due to growth in Issuing Solutions, Acceptance Solutions and Advisory and Other Services.

Operating Expenses

The following table presents the components of our total operating expenses:

	Three Months EndedJune 30,						Nine Months EndedJune 30,
			Three Months EndedDecember 31,
	~~2025~~		~~2024~~		~~%Change(1)~~		2025		2024		%Change(1)
	~~(in millions, except percentages)~~						(in millions, except percentages)
Personnel	$	~~1,749~~	$	~~1,573~~	11	%	$	51,~~219~~764	$	41,~~655~~813	12(3	%)
Marketing	~~421~~		~~378~~		11	%	~~1,108~~410		~~1,009~~306		1034	%
Network and processing	~~224~~		~~200~~		12	%	~~655~~233		~~570~~207		1512	%
Professional fees	~~187~~		~~152~~		23	%	~~503~~208		~~443~~143		1346	%
Depreciation and amortization	~~317~~		~~264~~		20	%	~~904~~326		~~760~~282		1916	%
General and administrative	~~482~~		~~382~~		26	%	~~1,382~~515		~~1,174~~481		187	%
Litigation provision	~~615~~		13		NM		~~1,659~~708		~~452~~44		NM
Total operating expenses	$	~~3,995~~	$	~~2,962~~	35	%	$	114,~~430~~164	$	93,~~063~~276	2627	%

NM – Not meaningful

(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.

•Personnel expenses ~~increased~~decreased over the three ~~and nine~~-month prior-year comparable ~~periods~~period primarily due to severance costs in the prior year to realign our organizational structure, partially offset by a higher number of employees and compensation focused on areas that will drive higher long-term growth, including acquisitions. ~~In addition, the increase over the nine-month prior-year comparable period was due to severance costs in the current period to realign our organizational structure.~~

•Marketing expenses increased over the three ~~and nine~~-month prior-year comparable ~~periods~~period primarily due to higher spending in various campaigns, including for client marketing and the FIFA World Cup 2026TM.

•~~Network~~Professional ~~and~~fees ~~processing expenses~~ increased over the three ~~and nine~~-month prior-year comparable ~~periods~~period primarily due to ~~continued~~higher ~~technology~~legal fees and ~~processing~~higher ~~network~~expenses ~~investments~~associated towith ~~support~~client ~~growth and acquisitions~~engagements.

•~~Professional~~Depreciation ~~fees~~and amortization expenses increased over the three ~~and nine~~-month prior-year comparable ~~periods~~period primarily due to ~~higher~~additional ~~legal~~amortization ~~fees~~and depreciation from our on-going investments and acquisitions.

•~~Depreciation~~Litigation ~~and~~provision ~~amortization expenses~~ increased over the three ~~and nine~~-month prior-year comparable ~~periods~~period primarily due to ~~additional~~higher ~~amortization~~accruals ~~and~~related ~~depreciation~~to ~~from~~the U.S. covered litigation. See Note 14—Legal Matters to our ~~on-going~~unaudited ~~investments~~consolidated ~~and~~financial ~~acquisitions~~statements.

•General and administrative expenses increased over the three and nine-month prior-year comparable periods primarily due to the absence of the release of the reserve on indirect taxes previously recognized in fiscal 2021, higher usage of travel related card benefits and higher indirect taxes, partially offset by a charitable contribution to the Visa Foundation in the prior year and favorable foreign currency fluctuations.

•Litigation provision increased over the three-month prior-year comparable period primarily due to higher accruals related to the U.S. covered litigation and uncovered litigation. Litigation provision increased over the nine-month prior-year comparable period primarily due to higher accruals related to the U.S. covered litigation, partially offset by lower accruals related to uncovered litigation. See Note 13—Legal Matters to our unaudited consolidated financial statements.

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Non-operating Income (Expense)

The following table presents the components of our non-operating income (expense):

Three Months EndedJune 30,

Nine Months EndedJune 30,

Three Months EndedDecember 31,

~~2025~~

~~2024~~

~~%Change(1)~~

2025

2024

%Change(1)

~~(in millions, except percentages)~~

(in millions, except percentages)

Interest expense

~~(39)~~

~~(196)~~

~~(80~~

(~~379~~194)

(~~465~~182)

~~(19~~7

Investment income (expense) and other

~~195~~

~~247~~

~~(21~~

~~504~~183

~~763~~148

~~(34~~23

Total non-operating income (expense)

~~156~~

~~208~~

~~125~~(11)

~~298~~(34)

(5865

(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.

•Interest expense decreased over the three and nine-month prior-year comparable periods primarily due to higher interest benefit related to taxes and lower losses from derivatives, partially offset by higher interest expense related to the issuance of debt in the three months ended June 30, 2025.29

~~•Investment~~Table ~~income~~of (expense) and other decreased over the three and nine-month prior-year comparable periods primarily due to lower interest income on our cash and investments. In addition, the decrease over the nine-month prior-year comparable period was due to higher losses on our equity investments.Contents

•Investment income (expense) and other increased over the three-month prior-year comparable period primarily due to lower losses on our equity investments, partially offset by lower interest income on our cash and investments.

Effective Income Tax Rate

The following table presents our effective income tax rates:

	Three Months EndedJune 30,				Nine Months EndedJune 30,
			Three Months EndedDecember 31,
	~~2025~~		~~2024~~		2025		2024
Effective income tax rate	17	%	19	%	1713	%	1817	%

The effective income tax ~~rates~~rate ~~for~~decreased over the three ~~and nine~~-month prior-year comparable ~~periods~~period ~~differ~~primarily due to a ~~change~~$333 inmillion ~~the~~deferred ~~geographic~~tax ~~mix~~benefit ofrecognized ~~earnings~~due asto ~~well~~a aschange in the ~~following:~~U.S. taxation of certain foreign earnings.

•For the nine months ended June 30, 2025, a $222 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; and

•For the nine months ended June 30, 2024, a $184 million tax benefit as a result of the conclusion of an audit.

The 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. While we do not expect a material tax impact in fiscal 2025, we are monitoring developments and evaluating the potential impact of Pillar Two on future years.

On July 4, 2025, U.S. tax legislation was enacted into law, including the allowance of accelerated tax deductions for qualified property and research expenditures, as well as changes in international provisions. The changes are applicable to Visa with effective dates ranging from January 2025 through fiscal 2027. We are in the process of evaluating the impact to our consolidated financial statements.

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Liquidity and Capital Resources

Cash Flow Data

The following table summarizes our cash flow activity for the periods presented:

	Nine Months EndedJune 30,
	Three Months EndedDecember 31,
	2025		2024
	(in millions)
Total cash provided by (used in):
Operating activities	$	166,~~821~~780	$	135,~~286~~396
Investing activities	$	~~404~~361	$	~~(2,510)~~790
Financing activities	$	(128,~~963~~986)	$	(135,~~564~~475)

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

Investing activities. Cash provided by investing activities ~~increased~~decreased over the ~~nine~~three-month prior-year comparable period primarily due to ~~the~~lower ~~absence~~proceeds from maturities and sales of investment securities ~~purchases~~, partially offset by ~~lower~~the ~~proceeds~~absence ~~from~~of ~~maturities~~cash ~~and~~paid ~~sales~~for ~~of investment securities~~acquisitions.

Financing activities. Cash used in financing activities ~~decreased~~increased over the ~~nine~~three-month prior-year comparable period primarily due to ~~proceeds received from~~ the ~~issuance~~principal ofdebt ~~senior~~repayment ~~notes,~~upon ~~partially~~maturity ~~offset by higher share repurchases, lower funds held on behalf~~ of ~~clients~~our ~~and~~senior ~~higher~~notes ~~dividends~~due ~~paid~~December 2025.

Sources of Liquidity

Our primary sources of liquidity are cash on hand, cash flow from our operations, our investment portfolio and access to various equity and borrowing arrangements. Funds from operations are maintained in cash and cash equivalents and short-term or long-term investment securities based upon our funding requirements, access to liquidity from these holdings and the returns that these holdings provide. Based on our current cash flow budgets and forecasts of our short-term and long-term liquidity needs, we believe that our current and projected sources of liquidity will be sufficient to meet our projected liquidity needs for more than the next 12 months. We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our operating performance, current economic and capital market conditions and other relevant circumstances.

Senior notes. In May 2025, we issued Euro-denominated fixed-rate senior notes in a public offering in an aggregate principal amount of €3.5 billion ($3.9 billion), with maturities ranging between 3 and 19 years. See Note 7—Debt to our unaudited consolidated financial statements.

Uses of Liquidity

There has been no significant change to our primary uses of liquidity since September 30, ~~2024~~2025, except as discussed below.

Common stock repurchases. For the ~~nine~~three months ended ~~June~~December 3031, 2025, we repurchased shares of our class A common stock in the open market for $133.28 billion. As of ~~June~~December 3031, 2025, our share repurchase program ~~had remaining authorized funds of $29.8 billion. See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements.~~

~~Dividends. For the nine months ended June~~ 30, 2025, we declared and paid $3.5 billion in dividends to holders of our common and preferred stock. On July 29, 2025, our board of directors declared a quarterly cash dividend of $0.59 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 9—Stockholders’ Equity to our unaudited consolidated financial statements.

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~~Senior~~had ~~notes.~~remaining ~~Principal~~authorized ~~payments~~funds ~~on our senior notes~~ of $421.~~0 billion and €~~1.4 billion ~~($1~~.6 ~~billion) are due in December 2025 and June 2026, respectively, for which we have sufficient liquidity.~~ See Note 710—~~Debt~~Stockholders’ Equity to our unaudited consolidated financial statements.

~~Acquisition~~Dividends. In For the three months ended December ~~2024~~31, 2025, we ~~acquired~~declared ~~Featurespace~~and ~~for~~paid $1.3 billion in dividends to holders of our common and preferred stock. On January 27, 2026, our board of directors declared a ~~purchase~~quarterly ~~consideration~~cash dividend of $~~946~~0.67 ~~million~~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 210—~~Acquisitions~~Stockholders’ Equity to our unaudited consolidated financial statements.

~~Litigation~~Senior notes. ~~For~~During the ~~nine~~three months ended ~~June~~December 3031, 2025, we ~~deposited~~repaid $~~375 million into the U~~4.S.0 ~~litigation~~billion ~~escrow~~of ~~account~~principal toupon ~~address~~maturity ~~claims~~of ~~associated~~our ~~with~~senior ~~the~~notes ~~interchange~~due ~~multidistrict~~December ~~litigation~~2025. ~~The~~A ~~balance~~principal ofpayment ~~this~~on ~~account~~our assenior notes of ~~June 30,~~€1.4 ~~2025~~billion ~~was~~ ($21.76 billion) ~~and~~ is ~~reflected~~due asin ~~restricted~~June ~~cash~~2026 infor ~~our~~which ~~consolidated~~we ~~balance~~have ~~sheets~~sufficient liquidity. See Note 57—~~U.S.~~Debt ~~and Europe Retrospective Responsibility Plans and Note 13—Legal Matters~~ to our unaudited consolidated financial statements.

Litigation. For the three months ended December 31, 2025, we deposited $500 million into the U.S. litigation escrow account to address claims associated with the interchange multidistrict litigation. The balance of this account as of December 31, 2025 was $3.3 billion and is reflected as restricted cash in our consolidated balance sheets. See Note 4—U.S. and Europe Retrospective Responsibility Plans and Note 14—Legal Matters to our unaudited consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In ~~November~~December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-0709, which isprovides ~~intended~~improvements to ~~improve~~income ~~reportable~~tax ~~segment disclosure requirements, primarily through enhanced~~ disclosures ~~about significant segment expenses~~. This standard ~~also~~requires ~~enhances~~disaggregated ~~interim~~information ~~disclosure~~related ~~requirements~~to ~~and~~the ~~provides~~effective ~~new~~tax ~~segment~~rate ~~disclosure~~reconciliation ~~requirements~~as ~~for~~well ~~entities~~as ~~with~~information aon ~~single~~income ~~reportable~~taxes ~~segment~~paid. This ASU is effective for our annual periods beginning October 1, ~~2024~~2025, and ~~interim~~requires ~~periods~~prospective ~~beginning~~application ~~October~~with 1,the ~~2025,~~option ~~and~~to ~~requires~~apply ~~retrospective~~the ~~application~~standard toretrospectively. ~~all~~We ~~prior~~are ~~periods~~currently ~~presented.~~evaluating ~~The~~the ~~adoption~~impact of ~~this~~the ASU ison ~~expected~~our ~~to result in additional~~ disclosures.

In December 2023, the FASB issued 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 requires prospective application with the option to apply the standard retrospectively. We are currently evaluating the impact of the ASU on our disclosures.

In November 2024, the FASB issued ASU 2024-03, which requires disclosure of additional information about specific expense categories underlying certain income statement expense line items. Subsequently, the FASB also issued an amendment to this standard. The amendments in the ASU are effective for our annual periods beginning October 1, 2027, and interim periods beginning October 1, 2028, and require either prospective or retrospective application. We are currently evaluating the impact of the ASU on our 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.


ITEM 3.			Quantitative and Qualitative Disclosures about Market Risk

There have been no significant changes to our market risks since September 30, ~~2024~~2025.


ITEM 4.			Controls and Procedures

Evaluation of disclosure controls and procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) atas of the end of the period covered by this report and, based on such evaluation, have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of such date.

Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during our ~~third~~first quarter of fiscal ~~2025~~2026 that have materially affected, or isare reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION


ITEM 1.			Legal Proceedings

See Note 1314—Legal Matters to the unaudited consolidated financial statements included in this Form 10-Q for developments concerning the Company’s current material legal proceedings, since the Company's Annual Report on Form 10-K for the year ended September 30, ~~2024~~2025.


ITEM 1A.			Risk Factors

For a discussion of the Company’s risk factors, see the information under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, ~~2024~~2025.


ITEM 2.			Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The table below presents our purchases of class A common stock for the three months ended ~~June~~December 3031, 2025:

Period	~~Total Number of SharesPurchased~~	Total Number of SharesPurchased	~~Average Purchase Price per Share(1)~~		Average Purchase Price per Share(1)		~~Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs~~	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	~~Approximate Dollar Valueof Shares that May Yet Be PurchasedUnder the Plans or Programs~~		Approximate Dollar Valueof Shares that May Yet Be PurchasedUnder the Plans or Programs
	~~(in millions, except per share data)~~	(in millions, except per share data)
April 1 – 30, 2025	5		$	333.49			5		$	32,833
October 1 – 31, 2025		4			$	349.48		4			$	23,570
May 1 – 31, 2025	4		$	359.75			4		$	31,482
November 1 – 30, 2025		4			$	334.20		4			$	22,305
June 1 – 30, 2025	5		$	359.45			5		$	29,834
December 1 – 31, 2025		3			$	342.79		3			$	21,125
Total	14	11	$	~~349.24~~	$	342.13	14	11

(1)Includes applicable taxes.

See Note 910—Stockholders’ Equity to our unaudited consolidated financial statements for further discussion on our share repurchase programs.


ITEM 3.			Defaults Upon Senior Securities

None.


ITEM 4.			Mine Safety Disclosures

Not applicable.


ITEM 5.			Other Information

For the three months ended June 30, 2025, the following officers adopted a Rule 10b5-1 trading arrangement as defined in Regulation S-K Item 408, which is intended to satisfy the affirmative defense in Rule 10b5-1(c), as follows:None.

On May 7, 2025, Julie B. Rottenberg, our General Counsel, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 8,109 shares of our class A common stock underlying employee stock options. The duration of the trading arrangement is until July 31, 2026 or earlier if all transactions under the trading arrangement are completed.32

On May 15, 2025, Ryan McInerney, our Director and Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of up to 143,075 shares of our class A common stock

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underlying employee stock options. The duration of the trading arrangement is until July 31, 2026 or earlier if all transactions under the trading arrangement are completed.

No other officers or directors adopted and/or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement for the three months ended June 30, 2025.

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ITEM 6.			Exhibits

EXHIBIT INDEX

Incorporated by Reference

Exhibit

File

Exhibit

Filing

Number

Description

Form

Number

Date

4.1

Form of 2.250% Senior Notes due 2028

8-K

001-33977

4.1

5/15/2025

4.2

Form of 3.125% Senior Notes due 2033

8-K

001-33977

4.2

5/15/2025

4.3

Form of 3.500% Senior Notes due 2037

8-K

001-33977

4.3

5/15/2025

4.4

Form of 3.875% Senior Notes due 2044

8-K

001-33977

4.4

5/15/2025

10.1*+

Amendment to the Aircraft Time Sharing Agreement, dated as of May 20, 2025, between Visa and Ryan McInerney

31.1+

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

31.2+

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

32.1+

Section 1350 Certification of Principal Executive and Financial Officer

101.INS+

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH+

Inline XBRL Taxonomy Extension Schema Document

101.CAL+

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF+

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB+

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE+

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104+

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Management contract, compensatory plan or arrangement. + Filed or furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VISA INC.

Date:

~~July~~January 29, ~~2025~~2026

By:

/s/ Ryan McInerney

Name:

Ryan McInerney

Title:

Chief Executive Officer(Principal Executive Officer)

Date:

~~July~~January 29, ~~2025~~2026

By:

/s/ Chris Suh

Name:

Chris Suh

Title:

Chief Financial Officer(Principal Financial Officer)

Date:

~~July~~January 29, ~~2025~~2026

By:

/s/ Peter Andreski

Name:

Peter Andreski

Title:

Global Corporate Controller, Chief Accounting Officer(Principal Accounting Officer)

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Filing Compare · VISA INC.