Visa (V) 10-K risk factor changes: FY2025 vs FY2024

The impact of these regulations on us, our clients, and other third parties could limit our ability to enforce our payments system rules; require us to adopt new rules or change existing rules; affect our existing contractual arrangements; [added: and] increase our compliance [removed: costs; and require us to make our technology or intellectual property available to third parties, including competitors, in an undesirable manner.][added: costs.]

As discussed in more detail below, we may face differing rules and regulations in matters like interchange reimbursement rates, preferred routing, domestic processing and localization requirements, currency conversion, point-of-sale transaction rules and practices, privacy, data use and protection, licensing [removed: requirements,] [added: requirements] and associated product technology.

As a result, the Visa operating rules and our other contractual commitments may differ from country to country, state to state, or [removed: by products.][added: product to product.]

Our compliance programs and policies are designed to support our compliance with a wide array of regulations and laws, such as regulations regarding anti-money laundering, anti-corruption, competition, money transfer services, [removed: privacy,] [added: privacy] and sanctions, and we continually adjust our compliance programs as regulations evolve.

[removed: Furthermore, the] [added: The] evolving and [removed: increased] [added: increasing] regulatory focus on the payments industry could negatively impact or reduce the number of Visa products our clients issue, the volume of payments we process, our net revenue, our brands, our competitive positioning, our ability to use our intellectual property to differentiate our products and services, the quality and types of products and services we offer, the countries in which our products [added: and services] are used, and the types of consumers and [removed: merchants] [added: sellers] who can obtain or accept our [removed: products,] [added: products and services,] all of which could harm our business and financial results.

See *Item 1—Government Regulation* for more information*.* In the U.S. and many other jurisdictions, we have historically set default [removed: interchange reimbursement fees.][added: IRFs.]

Even though we generally do not receive any revenue related to [removed: interchange reimbursement fees] [added: IRFs] in a payment transaction (in the context of credit and debit transactions, those fees are paid by the acquirers to the issuers; the reverse is true for certain transactions like [removed: ATM), interchange reimbursement fees] [added: ATM transactions), IRFs] are a factor on which we compete with other payments providers and are therefore an important determinant of the volume of transactions we process.

Consequently, changes to these fees, whether voluntarily or by mandate, can substantially affect our overall payments [removed: volumes] [added: volume] and net revenue.

Interchange reimbursement fees, certain operating rules and related practices continue to be subject to increased government regulation globally, and regulatory authorities and central banks in a number of jurisdictions have reviewed or are reviewing these fees, [removed: rules,] [added: rules] and practices.

In response to [removed: merchant] [added: seller] requests, the Federal Reserve has recently taken actions to revisit its regulations that implement these aspects of the Dodd-Frank Act.

For example, in October 2022, the Federal Reserve published a final rule effectively requiring issuers to ensure that at least two unaffiliated networks [added: are available for routing ecommerce debit transactions by July 1, 2023.]

In October 2023, the Federal Reserve issued a proposal for comment [removed: which would] [added: that] further [removed: lower] [added: lowers] debit interchange rates, with a mechanism for automatic adjustment every two years.

[removed: Separately, there continues to be interest in regulation of credit interchange fees and routing practices by members] [added: Previous versions] of [removed: Congress and state legislators in] the [removed: U.S. In June 2023,] legislation [removed: was reintroduced] [added: were introduced] in [removed: the U.S. House of Representatives] [added: 2022] and [removed: Senate, which] [added: 2023, and required] among other things, [removed: would require] [added: that] large issuing banks [removed: to] offer a choice of at least two unaffiliated networks over which electronic credit transactions may be processed.

Finally, some states [removed: in the U.S.] have passed or are considering passing laws that regulate how interchange can be [added: set and] assessed.

[removed: Such] [added: While the Illinois law remains subject to legal challenge, if such] laws [added: are allowed to go into effect, they] may also impose significant technical and compliance burdens on our business.

[added: -] In Europe, the EU’s IFR places an effective cap on consumer credit and consumer debit interchange fees for both domestic and cross-border transactions within the [removed: EEA (30] [added: European Economic Area of 30] basis points and 20 basis points, [removed: respectively).][added: respectively.]

- While the focus of interchange and MDR regulation has primarily been on domestic [removed: rates historically, there are several examples of increasing focus] [added: rates, interest] on cross-border rates [removed: in recent years.][added: has been growing.]

For example, [removed: in 2019,] we agreed to limit certain cross-border interchange rates in a settlement with the European [removed: Commission.][added: Commission in 2019, which was extended through 2029.]

In June 2022, the UK’s PSR initiated a market review focusing on post-Brexit increases in interchange rates for [added: e-commerce] transactions between the UK and [removed: Europe.][added: Europe and is proposing to cap cross-border interchange on certain transactions in that geographic corridor.]

- [removed: As referenced above, with] [added: With] increased lobbying by [removed: merchants] [added: sellers] and other industry participants, we are also beginning to see regulatory interest in network fees.

In its interim report, the PSR indicated that it is reviewing possible [removed: remedies,] [added: remedies in the areas of governance, reporting and transparency,] any of which, if adopted, could impose additional complexity and burdens on our business in the UK.

Other regulators, for example, [added: those] in Australia, the EU, [added: Chile] and [removed: Chile,] [added: New Zealand] have expressed an interest in network fees, including issues related to transparency.

Finally, in 2024, the Greek Parliament limited acquirer fees for certain small ticket transactions in some [removed: merchant] [added: seller] categories for a period of three years.

- In addition, industry participants in some countries, including Argentina, [added: Chile,] Colombia, the Dominican Republic, Paraguay, [removed: Peru and] [added: Peru,] South Africa [added: and Turkey] have sought intervention from competition regulators or filed claims relating to certain network rules, including Visa’s restrictions on cross-border acquiring.

The Central [removed: Bank] [added: Banks] of Chile [added: and the Dominican Republic] recently enacted regulation that will permit cross-border acquiring for [removed: CNP] [added: ecommerce] transactions under certain conditions.

Other countries, like Brazil, have adopted regulations that require us to seek government pre-approval for certain of our network rules, which could also impact the way we operate in [removed: certain] [added: those] markets.

[added: In addition, the EU’s] requirement to separate scheme and processing adds costs and impacts the execution of our commercial, innovation and product strategies.

These types of designations generally result in oversight of authorization, clearing and settlement activities, including policies, procedures and requirements related to governance, [added: client and seller access to our payment systems,] reporting, cybersecurity, processing infrastructure, [removed: capital,] [added: capital] and/or credit risk management.

For instance, new products and capabilities, including tokenization, push [removed: payments,] [added: payments] and [removed: new flows (e.g., Visa B2B Connect)] [added: cross-border money movement solutions] could bring increased licensing or authorization requirements in the countries where the product or capability is offered.

Furthermore, certain portions of our business are regulated as payment institutions or as money transmitters, subjecting us to various licensing, [removed: supervisory,] [added: supervisory] and other requirements.

As we continue to expand our capabilities and offerings in furtherance of our [removed: network of networks] [added: multi-year growth] strategy, we will need to obtain new types of licenses.

Consequently, [removed: a] development in one jurisdiction may influence regulatory approaches in another.

For example, our settlement with the European Commission on cross-border interchange rates has drawn [removed: preliminary] attention from some regulators in other parts of the world.

This may increase the attractiveness of other payments systems, such as our competitors’ closed-loop payments systems with direct connections to both [removed: merchants] [added: sellers] and consumers.

We believe some issuers may react to such regulations by charging new or higher fees, or reducing certain benefits to consumers, which [removed: make] [added: makes] our products less appealing to consumers.

Some acquirers may elect to charge higher MDR regardless of the Visa interchange reimbursement rate, causing [removed: merchants] [added: sellers] not to accept our products or to steer [removed: customers] [added: consumers] to alternative payments systems or forms of payment.

Finally, policymakers and regulatory bodies in the U.S., [removed: Europe,] [added: Europe] and other parts of the world are exploring ways to reform existing competition laws to meet the needs of the digital economy, including restricting large technology companies from engaging in mergers and acquisitions, requiring them to interoperate with potential competitors, and prohibiting certain kinds of self-preferencing behaviors.

While the focus of these efforts remains primarily on increasing regulation of large technology, ecommerce and social media companies, they could also have implications for other types of companies including payments networks, which could constrain our ability to [removed: effectively manage our business or potentially limit how we make our products and services available.]

In China, UnionPay remains the predominant processor of domestic payment card transactions and operates the predominant domestic acceptance [removed: mark.][added: market.]

Certain banks have issued dual-branded cards for which domestic transactions in China are processed by UnionPay and transactions outside of China are processed by [removed: Visa] [added: Visa, UnionPay] or other international payments networks.

Such regulations may increase in quantity, complexity and scope in response to heightened geopolitical tensions.

Finally, in August 2025, the District Court for the District of North Dakota ruled that the Federal Reserve exceeded its authority in implementing Regulation II, which sets debit card interchange fees.

The court found the Federal Reserve improperly included various costs beyond what the Durbin Amendment allows, such as fraud losses, network fees and other fixed costs, when setting the debit interchange fee standard.

As a result, the court vacated Regulation II’s debit interchange fee

standard.

Subsequently, however, the District Court in Kentucky ruled that the Federal Reserve acted within its discretion in setting the debit interchange cap.

If the District Court of North Dakota’s decision is affirmed on appeal and ultimately prevails, it could potentially result in the Federal Reserve setting a significantly lower interchange cap for relevant debit transactions in the U.S. Separately, there continues to be interest in regulation of credit interchange fees and routing practices by members of Congress and state legislators.

It is possible that the Credit Card Competition Act may be reintroduced in Congress or attempted to be offered as an amendment to unrelated legislation.

In Asia Pacific, the Reserve Bank of Australia (RBA) which already regulates interchange, recently proposed reducing existing interchange caps on domestic credit and debit transactions and not allowing differential interchange treatment for consumer and commercial transactions.

Similarly, in New Zealand, the Commerce Commission recently lowered existing caps on domestic credit transactions.

Most recently, in July 2025, New Zealand adopted interchange caps on cross-border transactions including commercial credit transactions.

Australia has also proposed adopting caps for cross-border transactions.

effectively manage our business.

Recent political developments around the world, including recent shifts in trade policy, have added additional uncertainty with respect to new laws and regulations or changes in the interpretations or enforcement of existing laws and regulations, and increased risk of financial regulatory fragmentation.

Although the PBOC has permitted Visa and UnionPay’s cooperation on upgrading magstripe dual-branded cards to chip cards, these modernization efforts are limited to existing cards and not new issuances.

In Europe, the European Central Bank has announced initiatives to reduce reliance on international payment networks.

More recently, the European Central Bank has embarked on a multi-year effort to explore a digital euro, an alternative to foreign digital currency and payment service providers.

Arab Emirates), to lessen dependence on the U.S. dollar and on Western payments systems by, among other things, integrating payments systems and cards across member countries.

Legislators and regulators around the world are increasingly adopting or revising privacy, data protection, data management, data transfer, AI and cybersecurity laws and regulations.

In addition, privacy laws in numerous jurisdictions, including but not limited to the U.S., China, India, Australia, New Zealand, Brazil, Kingdom of Saudi Arabia, Hong Kong and Japan, have established specific legal requirements for cross-border transfers of personal information and substantial compliance and audit obligations.

Certain countries have also established specific legal requirements for data localization, such as where personal data must remain stored in the country.

The increased risk of inadvertent disclosure of confidential information or personal data in connection with the utilization of AI technologies may result in stronger regulatory scrutiny, leading to legal and regulatory investigations and

enforcement actions that may negatively affect our business, even if unfounded.

In particular, the adoption of agentic commerce, in which autonomous AI agents initiate and execute transactions on behalf of users, presents novel and complex regulatory, privacy and cybersecurity risks.

Legal frameworks governing such autonomous agents remain nascent, with limited direct guidance specific to payments.

The interplay between payments regulations, data privacy laws and evolving AI regulations may create uncertainty around compliance obligations and potential liability exposure as more participants (including sellers, fintechs, AI developers and enablers) enter the agentic commerce ecosystem.

For example, as agentic commerce solutions scale, we may see increased instances of erroneous or disputed payments, increased chargebacks and reputational harm.

Furthermore, reliance on agentic AI introduces challenges in monitoring cross-border, prohibited or high-risk transactions, where conflicting regulatory requirements may apply.

The fragmented regulatory landscape for emerging technologies such as AI and inconsistent requirements across legal frameworks may amplify difficulties in identifying, preventing or mitigating risk with a single global approach, potentially increasing our compliance costs or stratifying our ability to leverage certain data or technologies for innovation.

For instance, the EU has adopted a comprehensive AI Act that establishes harmonized rules across Europe, with key provisions for high-risk AI systems taking effect in August 2026.

Meanwhile, several U.S. states, including California, Colorado and Utah, have adopted AI-specific frameworks or are considering applying existing consumer and data protection laws to regulate AI.

Depending on how these different regulations are interpreted and enforced, they may limit the ability to develop and deploy AI systems or significantly increase associated compliance costs.

Finally, we are required

We expect to face more competition as AI continues to advance and GenAI and agentic AI capabilities become integrated into payments and related services in two main ways: first, by competitors successfully enhancing their products, services and external offerings with AI to achieve greater and faster product adoption; and second, by competitors providing internal AI tools to upskill their employees for greater operational efficiencies and impact.

In addition, our competitors may have, or in the future may obtain, proprietary rights that would prevent, limit or interfere with our ability to design, use or sell our own AI-based offerings or services to our clients and other third parties.

If we do not continue to invest in developing and supporting our AI-based initiatives, we may fall behind technological developments and evolving industry standards, which would likewise harm our reputation and ability to effectively compete, retain clients or grow our business.

For more information on government actions, initiatives or regulations that could impact competition, please see *Item 1—Government Regulation* and *Item 1A—Regulatory Risks* above.

ACH or direct debits from or to consumer checking accounts, that could either reduce our role or otherwise disintermediate us from the transaction processing or the value-added services we provide to support such processing.

- In July 2025, the U.S. enacted the Guiding and Establishing National Innovation for U.S. Stablecoins Act (GENIUS Act), establishing a comprehensive framework for regulating stablecoins.

Similarly, the European Union has adopted its own legal framework for crypto assets.

are available for routing CNP debit transactions by July 1, 2023.

Similar legislation was introduced in the previous Congress in 2022 but failed to advance.

The current legislation has additional bipartisan support, and while the ultimate outcome of the legislation remains unclear, its sponsors continue to strongly advocate for its passage.

In Asia Pacific, the Reserve Bank of Australia (RBA) which already regulates interchange, continues to monitor issues related to the cost of acceptance, the potential merits of mandating merchant choice routing on dual network debit cards and competition in digital wallet payments.

In 2022, the New Zealand Parliament passed legislation capping domestic interchange rates for debit and credit products, and the government remains focused on lowering costs of digital payments to businesses and consumers.

That agreement has been extended through 2029.

In addition, the EU’s

Increased oversight could also include new criteria for member participation and merchant access to our payment systems.

Furthermore, as governments increase their focus on cybersecurity, parts of our business have become considered significant or critical infrastructure by certain central banks.

While EPI subsequently announced a focus on account-to-account instant payments across a range of use cases, the purported motivation behind EPI is to reduce the risks of disintermediation of European providers by international technology companies and continued reliance on international payments networks for intra-Europe card transactions.

In July 2023, the U.S.

Legal requirements relating to the collection, storage, handling, use, disclosure, transfer, disposal and security of personal data continue to evolve, and we are subject to an increasing number of privacy, data protection, cybersecurity and AI requirements around the world.

Additionally, privacy laws in other regions, such as China’s Personal Information Protection Law and India’s Personal Data Protection Act, may have extraterritorial application and include restrictions on cross-border data transfers, extensive notification and localization requirements, and substantial compliance and audit obligations.

There is thus uncertainty on what new laws will look like and how existing laws will apply to our development, use, and deployment of AI.

In the midst of this uncertainty, we may face challenges due to the complexity and rapidly changing nature of AI technology and applicable laws.

The EU has adopted a comprehensive AI Act that applies harmonized rules across Europe with the aim of fostering innovation and respecting fundamental rights.

The EU AI Act comes into force in stages with the key provisions related to high risk AI coming into force in August 2026.

There is still limited guidance on the EU AI Act, but it could, depending on how provisions are interpreted and enforced, limit the ability to create and deploy AI systems for uses deemed high-risk in the EU or add increased compliance costs associated with these systems.

data and cybersecurity practices and potentially change them when necessary or appropriate.

enabled through online activity in ecommerce, social media, and mobile channels, other providers of new flows and value-added service offerings, as well as governments in a number of jurisdictions (e.g., Brazil and India) as discussed above, that are developing, supporting and/or operating national schemes, RTP networks and other payment platforms.

Government actions or initiatives such as the Dodd-Frank Act, the IFR in Europe, or RTP initiatives by governments such as the U.S. Federal Reserve’s FedNow or the Central Bank of Brazil’s Pix system may provide competitors with increased opportunities to derive competitive advantages from these business models, and may create new competitors, including in some cases the government itself.

Similarly, regulation in Europe under PSD2 and the IFR may require us to open up access to, and allow participation in, our network to additional participants, and reduce the infrastructure investment and regulatory burden on competitors.

In addition to the open banking provisions under PSD2, efforts to implement or facilitate open banking and open finance requirements are underway across a number of countries, including Australia, Brazil, Canada and the U.S., which could impose additional requirements on financial institutions or others regarding access to and use of financial data.

We also run the risk of disintermediation due to factors such as emerging technologies and platforms, including mobile payments, alternative payment credentials, other ledger technologies or payment forms, and by virtue of increasing bilateral agreements between entities that prefer not to use our payments network for processing transactions.

For example, merchants could process transactions directly with issuers, or processors could process transactions directly with issuers and acquirers.

- Many countries or regions are developing or promoting domestic networks, switches and RTP systems (e.g., U.S., Brazil, India and Europe) and in some countries the government itself owns and operates these RTP systems (e.g., Brazil).

To the extent these governments mandate local banks and merchants to use and accept these systems for domestic or other transactions, prohibit international payments networks, like Visa, from participating on those systems, and/or impose restrictions or prohibitions on international payments networks from offering payment services on such transactions, we could face the risk of our business being disintermediated in those countries.

For example, in some regions (Latin America, Southeast Asia and the Middle East), including through intergovernmental organizations such as the

Association of Southeast Asian Nations and the GCC, some countries are at varying stages of exploring or operationalizing the cross-border connectivity of such domestic systems.

Similarly, India has expressed interest in expanding its digital public infrastructure, which includes its RTP system, Unified Payments Interface (UPI), outside the country and for cross-border payments.

Currently, international payment networks like Visa are unable to participate in UPI.

- Parties that process our transactions may try to minimize or eliminate our position in the payments value chain.

result in our business shifting to a competitor, which could put us at a competitive disadvantage and harm our business.

uphold our corporate reputation.

Finally, as governments, investors and other stakeholders face additional pressures to accelerate actions to address climate change and other environmental, governance and social topics, governments are implementing regulations and investors and other stakeholders are imposing new expectations or focusing investments in ways that may cause significant shifts in disclosure, commerce and consumption behaviors that may have negative impacts on our business.

We are subject to laws, regulations and other measures that govern a wide range of topics, including those that are related to matters beyond our core products and services, such as matters that touch upon sustainability, climate change, human capital, inclusion and diversity, and human rights.

We have established CRS-related initiatives, adopted reporting frameworks, and announced several related goals.

Certain of our regulators have proposed or adopted, or may propose or adopt, rules or standards related to these matters that would apply to our business.

Prevailing CRS standards and expectations may also reflect conflicting values or objectives, which can result in our practices being judged by standards that are continually evolving and are not always clear.

Our stakeholders often hold differing views on our CRS-related goals and initiatives, which may result in negative attention in traditional and social media or a negative perception of our response to concerns regarding these matters.

This section of the report generally discusses fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023.][added: 2024.]

Discussions of fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022] [added: 2023] that are not included in this report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 in our Annual Report on Form 10-K for the year ended September 30, [removed: 2023,] [added: 2024,] filed with the U.S. Securities and Exchange Commission.

We provide transaction processing services (primarily authorization, clearing and settlement) [removed: to our] [added: among consumers, issuing and acquiring] financial [removed: institution] [added: institutions] and [removed: merchant clients through VisaNet, our proprietary advanced transaction processing network.][added: sellers.]

*Financial overview.* A summary of our [removed: as-reported U.S.] GAAP and non-GAAP operating results is as follows:

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | |

| Net revenue | | | $ | [removed: 35,926] [added: 40,000] | | | | | $ | [removed: 32,653] [added: 35,926] | | | | | $ | [removed: 29,310] [added: 32,653] | | | | | [removed: 10] [added: 11] | | % | | | | [removed: 11] [added: 10] | | % |

| Operating expenses | | | $ | [removed: 12,331] [added: 16,006] | | | | | $ | [removed: 11,653] [added: 12,331] | | | | | $ | [removed: 10,497] [added: 11,653] | | | | | [removed: 6] [added: 30] | | % | | | | [removed: 11] [added: 6] | | % |

| Net income | | | $ | [removed: 19,743] [added: 20,058] | | | | | $ | [removed: 17,273] [added: 19,743] | | | | | $ | [removed: 14,957] [added: 17,273] | | | | | [removed: 14] [added: 2] | | % | | | | [removed: 15] [added: 14] | | % |

| Diluted earnings per share | | | $ | [removed: 9.73] [added: 10.20] | | | | | $ | [removed: 8.28] [added: 9.73] | | | | | $ | [removed: 7.00] [added: 8.28] | | | | | [removed: 17] [added: 5] | | % | | | | [removed: 18] [added: 17] | | % |

| Non-GAAP operating expenses(2) | | | $ | [removed: 11,609] [added: 12,906] | | | | | $ | [removed: 10,481] [added: 11,609] | | | | | $ | [removed: 9,387] [added: 10,481] | | | | | 11 | | % | | | | [removed: 12] [added: 11] | | % |

| Non-GAAP net income(2) | | | $ | [removed: 20,389] [added: 22,542] | | | | | $ | [removed: 18,280] [added: 20,389] | | | | | $ | [removed: 16,034] [added: 18,280] | | | | | [removed: 12] [added: 11] | | % | | | | [removed: 14] [added: 12] | | % |

| Non-GAAP diluted earnings per share(2) | | | $ | [removed: 10.05] [added: 11.47] | | | | | $ | [removed: 8.77] [added: 10.05] | | | | | $ | [removed: 7.50] [added: 8.77] | | | | | [removed: 15] [added: 14] | | % | | | | [removed: 17] [added: 15] | | % |

*Highlights for fiscal [removed: 2024*.][added: 2025*.]

Net revenue increased [removed: 10%] [added: 11%] over the prior year, primarily due to the growth in [added: processed transactions,] nominal cross-border volume, [removed: processed transactions] and nominal payments volume, partially offset by higher client incentives.

GAAP operating expenses increased [removed: 6%] [added: 30%] over the prior year, primarily driven by higher [removed: expenses related to personnel, general and administrative and marketing expenses, partially offset by lower] litigation [removed: provision.][added: provision and personnel expenses.]

Non-GAAP operating expenses increased 11% over the prior year, primarily driven by higher [removed: expenses related to] personnel, general and [removed: administrative] [added: administrative,] and [removed: marketing] [added: depreciation and amortization] expenses.

*Interchange multidistrict litigation.* During fiscal [removed: 2024,] [added: 2025,] we recorded additional accruals of [removed: $140 million] [added: $2.2 billion] to address claims associated with the interchange multidistrict litigation.

We also made [added: additional] deposits of [removed: $1.5 billion] [added: $875 million] into the U.S. litigation escrow account.

[removed: *Acquisitions.*] [added: *Acquisition.*] In [removed: September] [added: December] 2024, we [removed: entered into a definitive agreement to acquire] [added: acquired] Featurespace Limited (Featurespace), a developer of real-time artificial intelligence payments protection technology that [removed: prevents] [added: helps prevent] and [removed: mitigates] [added: mitigate] payments fraud and financial crime [removed: risks.][added: risks, for a purchase consideration of $946 million.]

*Release of preferred stock.* In [removed: July 2024,] [added: August 2025,] we released [removed: $2.7] [added: $1.4] billion of the as-converted value from our series B and C preferred stock and issued [removed: 99,264] [added: 40,080] shares of series A preferred stock in connection with the [removed: eighth] [added: ninth] anniversary of the Visa Europe acquisition.

See *Note [removed: 15—Stockholders’ Equity*] [added: 10—Debt*] to our consolidated financial statements included in *Item 8* of this report.

Visa may, but is under no obligation to, conduct a successive exchange offer [added: for class B common stock] if (i) one year has passed since the initial exchange offer for the next preceding class of class B common stock; and (ii) if the estimated interchange reimbursement fees at issue in unresolved claims for damages in the U.S. covered litigation have been reduced by 50% or more since the consummation of the prior exchange offer (or in the case of the first successive exchange offer, since October 1, 2023), as determined by Visa.

The estimated interchange reimbursement fees at issue in unresolved claims for damages in the U.S. covered litigation [removed: were] [added: was approximately] $49.6 billion as of October 1, 2023 and [added: was approximately $39.4 billion(1)] as of October 1, [removed: 2024, were approximately $48.4 billion(1).][added: 2025.]

[removed: *Common stock repurchases.*] During fiscal [removed: 2024,] [added: 2025,] we repurchased [removed: 64] [added: 54] million shares of our class A common stock in the open market for [removed: $17.0] [added: $18.2] billion.

As of September 30, [removed: 2024,] [added: 2025,] our share repurchase program had remaining authorized funds of [removed: $13.1] [added: $24.9] billion.

*•Amortization of acquired intangible assets.* Amortization of acquired intangible assets consists of amortization of intangible assets such as [removed: technology,] [added: technology and] customer relationships [removed: and trade names] acquired in connection with business combinations executed beginning in fiscal 2019.

These costs also include retention equity and deferred compensation when they are [removed: agreed upon as part of the purchase price of the transaction but are required to be recognized as expense]

During fiscal [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] we have excluded these amounts to facilitate a comparison to our past operating performance.

During fiscal [removed: 2024,] [added: 2025,] basic and diluted earnings per class A common stock [added: increased $0.01 and] was unchanged, [added: respectively,] as a result of the downward adjustments of the class B-1 and B-2 common stock conversion rates during the period.

During fiscal [removed: 2023] [added: 2024] and [removed: fiscal 2022,] [added: 2023,] basic [removed: earnings per class A common stock was unchanged] and [removed: increased $0.01, respectively, and] diluted earnings per class A common stock [removed: was] [added: were] unchanged in both fiscal years, as a result of the downward adjustments of the class B-1 [added: and B-2] common stock conversion [removed: rate] [added: rates] during the periods.

*•Lease consolidation costs.* During fiscal [added: 2025 and] 2024, we recorded [removed: a charge] [added: charges] within general and administrative expense associated with the consolidation of certain leased office spaces.

We have excluded these amounts as [removed: they do] [added: 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 [removed: U.S.] GAAP.

The following tables reconcile our [removed: as-reported financial measures, calculated in accordance with U.S. GAAP,] [added: GAAP] to [removed: our respective] non-GAAP financial measures:

| [removed: As reported] [added: GAAP] | | | $ | 12,331 | | | | | $ | 321 | | | | | $ | 4,173 | | | | | 17.4 | | % | | | | $ | 19,743 | | | | | $ | 9.73 | |

| [removed: As reported] [added: GAAP] | | | $ | 11,653 | | | | | $ | 37 | | | | | $ | 3,764 | | | | | 17.9 | | % | | | | $ | 17,273 | | | | | $ | 8.28 | |

| | | | For the Year Ended September 30, [removed: 2022] [added: 2025] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (Gains) losses on equity investments, net | | | — | | | | | | [removed: 264] [added: 87] | | | | | | [removed: 67] [added: 19] | | | | | | | | | | | | [removed: 197] [added: 68] | | | | | | [removed: 0.09] [added: 0.03] | | |

| Amortization of acquired intangible assets | | | [removed: (120)] [added: (218)] | | | | | | — | | | | | | [removed: 26] [added: 54] | | | | | | | | | | | | [removed: 94] [added: 164] | | | | | | [removed: 0.04] [added: 0.08] | | |

| Acquisition-related costs | | | [removed: (69)] [added: (97)] | | | | | | — | | | | | | [removed: 9] [added: 7] | | | | | | | | | | | | [removed: 60] [added: 90] | | | | | | [removed: 0.03] [added: 0.05] | | |

Visa is a global payments technology company that facilitates secure, reliable and efficient global commerce and money movement.

We are focused on extending, enhancing and investing in our proprietary advanced transaction processing network, VisaNet, to offer a single connection point for facilitating money movement to multiple endpoints through various form factors and innovative technologies across more than 200 countries and territories.

Visa is not a financial institution.

We do not issue cards, extend credit or set rates and fees for account holders of Visa products.

See *Results of Operations—Net Revenue* below for further discussion.

Exchange rate movements did not have a material impact on operating expenses growth.

*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.

Continued resolution in the interchange multidistrict litigation will be considered by our board of directors with regards to successive exchange offers for class B common stock.

*Common stock repurchases.* In April 2025, our board of directors authorized a $30.0 billion share repurchase program, providing multi-year flexibility.

agreed upon as part of the purchase price of the transaction but are required to be recognized as expense post-combination.

*•Severance costs.* During fiscal 2025, we recorded severance costs within personnel expense to realign our organizational structure and focus on areas that will drive higher long-term growth.

This broad-based optimization effort has been excluded as it is not representative of our ongoing operations.

| GAAP | | | $ | 16,006 | | | | | $ | 200 | | | | | $ | 4,136 | | | | | 17.1 | | % | | | | $ | 20,058 | | | | | $ | 10.20 | |

| Severance costs | | | (213) | | | | | | — | | | | | | 45 | | | | | | | | | | | | 168 | | | | | | 0.09 | | |

| Lease consolidation costs | | | (39) | | | | | | — | | | | | | 9 | | | | | | | | | | | | 30 | | | | | | 0.02 | | |

| Litigation provision | | | (2,533) | | | | | | — | | | | | | 569 | | | | | | | | | | | | 1,964 | | | | | | 1.00 | | |

| Non-GAAP | | | $ | 12,906 | | | | | $ | 287 | | | | | $ | 4,839 | | | | | 17.7 | | % | | | | $ | 22,542 | | | | | $ | 11.47 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | (in billions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Consumer debit(2) | | | 3,213 | | | | | | 2,990 | | | | | | 2,827 | | | | | | 3,338 | | | | | | 3,029 | | | | | | 2,681 | | | | | | 6,551 | | | | | | 6,020 | | | | | | 5,507 | | |

| Commercial(3) | | | 1,084 | | | | | | 1,042 | | | | | | 988 | | | | | | 655 | | | | | | 613 | | | | | | 553 | | | | | | 1,739 | | | | | | 1,655 | | | | | | 1,541 | | |

| Total nominal payments volume(4) | | | $ | 6,788 | | | | | $ | 6,388 | | | | | $ | 6,045 | | | | | $ | 7,106 | | | | | $ | 6,600 | | | | | $ | 6,044 | | | | | $ | 13,894 | | | | | $ | 12,988 | | | | | $ | 12,088 | |

| Cash volume(5) | | | 599 | | | | | | 604 | | | | | | 610 | | | | | | 1,891 | | | | | | 1,898 | | | | | | 1,849 | | | | | | 2,489 | | | | | | 2,502 | | | | | | 2,459 | | |

| Total nominal volume(4)(6) | | | $ | 7,387 | | | | | $ | 6,991 | | | | | $ | 6,654 | | | | | $ | 8,996 | | | | | $ | 8,499 | | | | | $ | 7,893 | | | | | $ | 16,383 | | | | | $ | 15,490 | | | | | $ | 14,547 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2025 vs. 2024 | | | | | | 2024 vs. 2023 | | | | | | 2025 vs. 2024 | | | | | | | | | | | | 2024 vs. 2023 | | | | | | | | | | | | 2025 vs. 2024 | | | | | | | | | | | | 2024 vs. 2023 | | | | | | | | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 2025 vs. 2024 | | | | | | 2024 vs. 2023 | | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 2025 vs. 2024 | | | | | | 2024 vs. 2023 | | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 2025 vs. 2024 | | | | | | 2024 vs. 2023 | | |

| Net revenue | | | $ | 40,000 | | | | | $ | 35,926 | | | | | $ | 32,653 | | | | | 11 | | % | | | | 10 | | % |

- *Service revenue* increased in fiscal 2025 over the prior year primarily due to growth in nominal payments volume of 7%, select pricing modifications and card benefits.

For fiscal 2025, 2024, and 2023, revenue from value-added services was $10.9 billion, $8.8 billion and $7.2 billion, respectively.

Value-added services revenue in fiscal 2025 increased 24% over the prior year primarily due to growth in Issuing Solutions, Advisory and Other Services and Acceptance Solutions.

*•Litigation provision* represents litigation expenses for accruals related to legal matters that are not covered by the U.S. retrospective responsibility plan or the Europe retrospective responsibility plan (uncovered legal matters) and additional accruals associated with the interchange multidistrict litigation which are covered by the U.S. retrospective responsibility plan (U.S. covered litigation).

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 2025 vs. 2024 | | | | | | 2024 vs. 2023 | | |

NM – Not meaningful

In addition, the increase in fiscal 2025 over the prior year was due to severance costs in the current year to realign our organizational structure.

Visa is a global payments technology company that facilitates global commerce and money movement across more than 200 countries and territories among a global set of consumers, merchants, financial institutions and government entities through innovative technologies.

We offer products, solutions and services that facilitate secure, reliable and efficient money movement for all participants in the ecosystem.

This acquisition is subject to customary closing conditions, including applicable regulatory approvals.

In January 2024, we acquired Pismo Holdings, a global cloud-native issuer processing and core banking platform, for a purchase consideration of $929 million.

*Class B-1 common stock exchange offer.* In May 2024, we accepted 241 million shares of class B-1 common stock tendered in the exchange offer.

In exchange, we issued approximately 120 million shares of class B-2 common stock and 48 million shares of class C common stock.

post-combination.

- *Russia-Ukraine charges.* During fiscal 2022, we recorded a loss within general and administrative expense from the deconsolidation of our Russian subsidiary and also incurred charges in personnel expense as a result of steps taken to support our employees in Russia and Ukraine.

We have excluded these amounts as they are one-time charges and do not reflect the underlying performance of our business.

| As reported | | | $ | 10,497 | | | | | $ | (677) | | | | | $ | 3,179 | | | | | 17.5 | | % | | | | $ | 14,957 | | | | | $ | 7.00 | |

| Litigation provision | | | (861) | | | | | | — | | | | | | 191 | | | | | | | | | | | | 670 | | | | | | 0.31 | | |

| Russia-Ukraine charges | | | (60) | | | | | | — | | | | | | 4 | | | | | | | | | | | | 56 | | | | | | 0.03 | | |

| Non-GAAP | | | $ | 9,387 | | | | | $ | (413) | | | | | $ | 3,476 | | | | | 17.8 | | % | | | | $ | 16,034 | | | | | $ | 7.50 | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | (in billions, except percentages) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Consumer debit(3) | | | 2,990 | | | | | | 2,826 | | | | | | 6 | | % | | | | 3,026 | | | | | | 2,680 | | | | | | 13 | | % | | | | 6,016 | | | | | | 5,506 | | | | | | 9 | | % |

| Commercial(4) | | | 1,042 | | | | | | 988 | | | | | | 5 | | % | | | | 612 | | | | | | 553 | | | | | | 11 | | % | | | | 1,654 | | | | | | 1,540 | | | | | | 7 | | % |

| Total nominal payments volume(2) | | | $ | 6,387 | | | | | $ | 6,044 | | | | | 6 | | % | | | | $ | 6,597 | | | | | $ | 6,042 | | | | | 9 | | % | | | | $ | 12,984 | | | | | $ | 12,087 | | | | | 7 | | % |

| Cash volume(5) | | | 604 | | | | | | 610 | | | | | | (1 | | %) | | | | 1,893 | | | | | | 1,844 | | | | | | 3 | | % | | | | 2,496 | | | | | | 2,454 | | | | | | 2 | | % |

| Total nominal volume(2),(6) | | | $ | 6,991 | | | | | $ | 6,654 | | | | | 5 | | % | | | | $ | 8,489 | | | | | $ | 7,886 | | | | | 8 | | % | | | | $ | 15,480 | | | | | $ | 14,541 | | | | | 6 | | % |

| | | | 2023 | | | | | | 2022 | | | | | | % Change(2) | | | | | | 2023 | | | | | | 2022 | | | | | | % Change(2) | | | | | | 2023 | | | | | | 2022 | | | | | | % Change(2) | | |

| Consumer credit | | | $ | 2,230 | | | | | $ | 2,047 | | | | | 9 | | % | | | | $ | 2,810 | | | | | $ | 2,694 | | | | | 4 | | % | | | | $ | 5,040 | | | | | $ | 4,741 | | | | | 6 | | % |

| Consumer debit(3) | | | 2,826 | | | | | | 2,622 | | | | | | 8 | | % | | | | 2,680 | | | | | | 2,727 | | | | | | (2 | | %) | | | | 5,506 | | | | | | 5,349 | | | | | | 3 | | % |

| Commercial(4) | | | 988 | | | | | | 879 | | | | | | 12 | | % | | | | 553 | | | | | | 500 | | | | | | 11 | | % | | | | 1,540 | | | | | | 1,379 | | | | | | 12 | | % |

| Total nominal payments volume(2) | | | $ | 6,044 | | | | | $ | 5,548 | | | | | 9 | | % | | | | $ | 6,042 | | | | | $ | 5,921 | | | | | 2 | | % | | | | $ | 12,087 | | | | | $ | 11,469 | | | | | 5 | | % |

| Cash volume(5) | | | 610 | | | | | | 631 | | | | | | (3 | | %) | | | | 1,844 | | | | | | 1,927 | | | | | | (4 | | %) | | | | 2,454 | | | | | | 2,558 | | | | | | (4 | | %) |

| Total nominal volume(2),(6) | | | $ | 6,654 | | | | | $ | 6,179 | | | | | 8 | | % | | | | $ | 7,886 | | | | | $ | 7,847 | | | | | — | | % | | | | $ | 14,541 | | | | | $ | 14,026 | | | | | 4 | | % |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | International | | | | | | | | | | | | | | | | | | | | | | | | Visa | | | | | | | | | | | | | | | | | | | | |

| Total volume growth | | | 8 | | % | | | | 9 | | % | | | | — | | % | | | | 6 | | % | | | | 6 | | % | | | | 7 | | % | | | | 4 | | % | | | | 7 | | % |

expectations, actual client performance, amendments to existing contracts or the execution of new contracts.

- *Marketing* increased in fiscal 2024 over the prior year due to higher spending in various campaigns, including for client marketing and the Olympic and Paralympic Games Paris 2024.

The effective income tax rate in fiscal 2024 differs from the effective tax rate in fiscal 2023 primarily due to a tax position taken across jurisdictions, as well as the following:

- during fiscal 2023, a $142 million tax benefit due to the reassessment of an uncertain tax position as a result of new information obtained during an ongoing tax examination.

As of September 30, 2024, there were no

*Acquisitions.* In September 2024, we entered into a definitive agreement to acquire Featurespace.

Since the issuance of the $500 million green bond as part of our commitment to environmental sustainability and a sustainable payments ecosystem, we have allocated all proceeds to eligible green projects.

*Leases.* For future lease payments related to leases that have commenced and are recognized in the consolidated balance sheet, see *Note 9—Leases* to our consolidated financial statements included in *Item 8* of this report.

*Tax Cuts and Jobs Act.* As of September 30, 2024, we had short-term and long-term obligations of $217 million and $209 million, respectively, related to the estimated transition tax, net of foreign tax credit carryovers, on certain foreign earnings of non-U.S. subsidiaries recognized during fiscal 2018.

We are exposed to risks from foreign currency exchange rate fluctuations that are primarily related to changes in the functional currency value of receipts and payments related to [removed: foreign currency-denominated] [added: non-functional currency denominated] transactions.

As of September 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the effect of a hypothetical 10% weakening in the value of the functional currencies is estimated to create an additional fair value loss of approximately [removed: $329] [added: $422] million and [removed: $236] [added: $329] million, respectively, on our outstanding foreign currency forward contracts.

Resulting translation adjustments are [removed: reported] [added: recorded] as a component of accumulated other comprehensive income (loss) on the consolidated balance sheets.

A hypothetical 10% change in the Euro against the U.S. dollar compared to the exchange rate as of September 30, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] would result in a foreign currency translation adjustment of [removed: $2.1] [added: $2.3] billion and [removed: $1.9] [added: $2.1] billion, respectively.

Foreign currency [removed: translation] adjustments resulting from the Euro-denominated senior notes partially offset the foreign currency translation adjustments resulting from our net investment in Visa Europe.

We are also subject to foreign currency exchange [added: rate] risk in daily settlement activities.

Additionally, a falling-rate environment creates reinvestment risk because as [added: securities mature, the proceeds are reinvested at a lower rate, generating less interest income.]

As of September 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] a hypothetical 100 basis point increase in interest rates did not have a material impact on the fair value of our investment securities.

We have interest rate and cross-currency swap agreements on a portion of our outstanding senior notes that allow us to manage our interest rate exposure through a combination of fixed and floating [removed: rates and reduce our overall cost of borrowing.][added: rates.]

As of September 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] a hypothetical 100 basis point increase in interest rates did not have a material impact on the interest expense for each fiscal year.

The marketable equity securities [removed: are] [added: include] investments in publicly traded companies and the non-marketable equity securities include investments in privately held companies.

As of September 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the carrying value of our [removed: marketable equity securities] [added: investments in publicly traded companies] was [removed: $63] [added: $142] million and [removed: $163] [added: $63] million, respectively, and the carrying value of our non-marketable equity securities was [removed: $1.4] [added: $1.2] billion [removed: for each fiscal year.][added: and $1.4 billion, respectively.]

securities mature, the proceeds are reinvested at a lower rate, generating less interest income.

[removed: We facilitate global commerce and] [added: Visa earns revenue by facilitating] money movement across more than 200 countries and [removed: territories] [added: territories,] among a global set of consumers, [removed: merchants,] [added: sellers,] financial institutions and government [removed: entities] [added: entities,] through innovative technologies.

Since Visa’s early days in 1958, we have been in the business of facilitating [removed: payments between consumers] [added: secure, reliable] and [removed: businesses.][added: efficient global commerce and money movement.]

We are focused on extending, enhancing and investing in our proprietary advanced transaction processing network, VisaNet, to offer a single connection point for facilitating [removed: payment transactions] [added: money movement] to multiple endpoints through various form [removed: factors.][added: factors and innovative technologies across more than 200 countries and territories.]

As the payments ecosystem continues to evolve, we have broadened this model to include digital banks, digital [removed: wallets and] [added: wallets,] a range of financial technology companies (fintechs), governments and non-governmental organizations (NGOs).

During fiscal [removed: 2024, 303] [added: 2025, 329] billion payments and cash transactions with Visa’s brand were processed by Visa or other networks, equating to an average of [removed: 829] [added: 901] million transactions per day.

Of the [removed: 303] [added: 329] billion total transactions, [removed: 234] [added: 258] billion were processed by Visa.

During fiscal [removed: 2024,] [added: 2025,] Visa’s total payments and cash volume [removed: were $16] [added: was $17] trillion, and we had [removed: 4.6] [added: nearly 5] billion payment credentials, which are issued Visa card accounts, that were available to be used at more than [removed: 150] [added: 175] million merchant locations worldwide.(1)

- We take an open partnership approach and seek to provide value by enabling access to our global [removed: network, including offering our technology capabilities] [added: network] through [added: multiple integration methods, including programmatic access via] application programming interfaces [removed: (APIs).][added: (APIs) and structured data exchange through our Model Context Protocol (MCP) server.]

- [removed: We] [added: We] are accelerating the migration to digital payments through our network of networks strategy.

Visa’s network of networks approach creates opportunities by facilitating person-to-person (P2P), business-to-consumer (B2C), business-to-business (B2B) and government-to-consumer (G2C) payments, in addition to [removed: consumer to business] [added: consumer-to-business] (C2B) payments.

- We provide value-added services to our clients, including [removed: issuing solutions, acceptance solutions, risk] [added: Issuing Solutions, Acceptance Solutions, Risk] and [removed: identity solutions, open banking solutions] [added: Security Solutions] and [removed: advisory services.][added: Advisory and Other Services.]

- We invest in and promote our brand to [removed: the] benefit [removed: of] our clients and partners through advertising, promotional and sponsorship initiatives with the International Olympic Committee, the International Paralympic Committee, the National Football League, [added: the FIFA World Cup 2026TM] and the Red Bull Formula One [removed: Teams—the] [added: Teams (the] Oracle Red Bull Racing Team and the Visa Cash App RB Formula One [removed: Team,] [added: Team),] among others.

[added: (1)] Data provided to Visa by acquiring institutions and other third parties as of June 30, [removed: 2024.][added: 2025.]

FISCAL [removed: 2024] [added: 2025] KEY STATISTICS

[removed: ][added: ]

[removed: (1)Please] [added: (1)Please] see *Item 7* of this report for a reconciliation of our GAAP to non-GAAP financial results.

[removed: ][added: ]

In a typical Visa C2B payment transaction, the consumer purchases goods or services from a [removed: merchant] [added: seller] using a Visa card or payment product.

The [removed: merchant] [added: seller] presents the transaction data to an acquirer, usually a bank or third-party processing firm that supports acceptance of Visa cards or payment products, for verification and processing.

After the transaction is authorized, the issuer posts the transaction to the consumer’s account and effectively pays the acquirer an amount equal to the value of the transaction, minus the interchange reimbursement [removed: fee.][added: fee (IRF).]

The acquirer pays the amount of the purchase, minus the merchant discount rate (MDR), to the [removed: merchant.][added: seller.]

Our net revenue in fiscal [removed: 2024] [added: 2025] consisted of the following:

[removed: ][added: ]

| ] [added: Revenue.jpg](https://www.sec.gov/Archives/edgar/data/1403161/000140316125000089/v-20250930_g5.jpg)] | | | SERVICE REVENUE Earned for services provided in support of client usage of [removed: Visa] [added: Visa’s] payment services [added: and value-added services related to certain Issuing Solutions] | | | ] [added: .jpg](https://www.sec.gov/Archives/edgar/data/1403161/000140316125000089/v-20250930_g6.jpg)] | | | OTHER REVENUE [removed: Consist] [added: Consists] mainly of value-added services [added: primarily] related to [removed: advisory, marketing] [added: Advisory] and [added: Other Services and] certain [removed: card benefits;] [added: Issuing Solutions;] license fees for use of the Visa brand or technology; and fees for account holder services, certification and licensing | | |

| ] [added: Legend.jpg](https://www.sec.gov/Archives/edgar/data/1403161/000140316125000089/v-20250930_g7.jpg)] | | | DATA PROCESSING REVENUE Earned for authorization, clearing and settlement; value-added services [added: primarily] related to [removed: issuing, acceptance,] [added: Acceptance Solutions, Risk] and [removed: risk] [added: Security Solutions] and [removed: identity solutions;] [added: certain Issuing Solutions;] network access; and other maintenance and support services that facilitate transaction and information processing among our clients globally | | | | | | | | |

| ] [added: Incentives.jpg](https://www.sec.gov/Archives/edgar/data/1403161/000140316125000089/v-20250930_g8.jpg)] | | | CLIENT INCENTIVES Paid to financial institution clients, [removed: merchants] [added: sellers] and other business partners to grow payments volume; increase Visa product acceptance; encourage [removed: merchant] [added: seller] acceptance and use of [removed: Visa] [added: Visa’s] payment services; and drive innovation | | | | | | | | |

| ] [added: Transaction.jpg](https://www.sec.gov/Archives/edgar/data/1403161/000140316125000089/v-20250930_g9.jpg)] | | | INTERNATIONAL TRANSACTION REVENUE Earned for cross-border transaction processing and currency conversion activities | | | | | | | | |

If they do not use our network, we [added: may] earn only service revenue.

We do not issue cards, extend credit or set rates and fees for account holders of Visa products nor do we earn revenue [removed: from,] [added: from] or bear credit risk with respect [removed: to,] [added: to] any of these activities.

Interchange reimbursement fees reflect the value [removed: merchants] [added: sellers] receive from accepting our products and play a key role in balancing the costs and benefits that account holders and [removed: merchants] [added: sellers] derive from participating in our payments network.

Generally, [removed: interchange reimbursement fees] [added: IRFs] are paid by acquirers to issuers.

We establish default [removed: interchange reimbursement fees] [added: IRFs] that apply absent other established settlement terms.

These default [removed: interchange reimbursement fees] [added: IRFs] are set independently from the revenue we receive from issuers and acquirers.

Our acquiring clients are responsible for [added: soliciting sellers and for] setting the fees they charge to [removed: merchants] [added: sellers] for the [removed: MDR and for soliciting merchants.][added: MDR.]

Visa sets fees to acquirers independently from any fees that acquirers may charge [removed: merchants.][added: sellers.]

Therefore, the fees we receive from issuers and acquirers are not derived from [removed: interchange reimbursement fees] [added: IRFs] or MDRs.

[removed: ][added: ]

Visa’s strategy is to accelerate [removed: our] revenue growth [removed: in] [added: through] consumer [removed: payments, new flows] [added: payments (CP), commercial] and [removed: value-added services,] [added: money movement solutions (CMS)] and [added: value-added services (VAS), as well as] fortify the key foundations of our business model.

[removed: ][added: ]

[removed: ][added: ]

We provide transaction processing services (primarily authorization, clearing and settlement) among consumers, issuing and acquiring financial institutions and sellers in a structure we call the “four-party” model.

Visa is committed to advancing innovation within the payment technology sector.

Building upon our track record of industry leadership, including early adoption and integration of artificial intelligence (AI) models in payment systems, Visa continues to invest in the development and deployment of next-generation technologies, such as generative AI (GenAI), stablecoins and agentic commerce.

We partner with traditional financial institutions and emerging fintech and AI companies to innovate and expand the payments ecosystem, enabling them to leverage our platform infrastructure to accelerate their business growth and market expansion.

- We are using our componentized capabilities and global connectivity to power all types of payments and deliver services to all types of clients worldwide through our Visa as a Service stack, which has four layers: the foundation layer, the services layer, the solutions layer and the access layer.

Our foundation layer comprises the network infrastructure that enables connections to approximately 12 billion cards, bank accounts and digital wallets with more than 175 million merchant locations across more than 200 countries and territories.

Our services layer organizes core capabilities, including authentication, risk management and fraud detection, into discrete, reusable components that can be utilized individually or combined into solutions.

These modular services are the building blocks of our comprehensive portfolio in our solutions layer, which are enhanced to create new features and capabilities for our clients.

Finally, the access layer provides clients the entry point to these solutions via on-demand APIs, our MCP server that enables AI systems to interface with our Visa Intelligent Commerce APIs, and fully managed solutions.

The Visa as a Service stack enables organizations of any size to access and scale Visa’s network capabilities globally.


In CP, we are focused on strengthening our impact in card-based consumer payments and expanding our reach in non-card-based payments.

In CMS, formerly known as new flows, we are driving and enabling further penetration of commercial payments and money movement.

Finally, in VAS, we are delivering innovative services to deepen our partnerships with our clients.

We seek to accelerate revenue growth through the following areas:

On an annual basis, we see more than $40 trillion(2) of addressable consumer spend, excluding Russia and China.

Of this spend opportunity, we are pursuing an estimated more than $20 trillion annual opportunity in underserved consumer spend, spread across cash, check, legacy Automated Clearing House (ACH), account to account (A2A) payments and real time payments (RTP) or other less effective forms of digital payments.

We aim to grow CP by strengthening Visa’s impact in card-based consumer payments and expanding our reach in non-card-based payments.

We are investing in Tap to Everything, token technology, cross-border capabilities, offerings to affluent consumers, consumer credit capabilities and other opportunities to drive our volume and expand the scope of our transactions and our payment credentials on top of which we can deliver a growing array of Visa services.

(2) Visa analysis based on third-party studies for the period covering calendar year 2024.

Issuing and acquiring partnerships with both financial institutions and independent ATM operators enable these capabilities.

Tap to Everything

Tap to Pay adoption is growing and Tap to Pay has become the default way Visa cardholders pay, comprising 79% and 66% of all face-to-face transactions, globally and in the United States in fiscal 2025, respectively.

Building on the momentum of Tap to Pay, we continue to expand into new ‘Tap to Everything’ use cases.

Our Tap to Phone capabilities, enabling any mobile device with near field communication capability to be converted to a payment acceptance terminal, has expanded.

During fiscal 2025, we passed 20 million Tap to Phone transacting devices.

In 2024, we launched our Tap to Add Card capability, enabling a consumer to add a payment credential to a digital wallet by tapping their card to their mobile device.

This functionality is expanding and has more than 600 issuers participating globally, resulting in the service being live for more than 1.4 billion Visa credit and debit cards around the world.

Tap to P2P, another ‘Tap to Everything’ use case, is a product that uses tokenization for security, incorporating Visa's Tap to Consumer Device and Software Development Kit (SDK) technology for contactless data transmission between devices and the convenience of Visa Direct's real time money movement for fund transfers.

Finally, we are piloting our newest tap capability, Tap to Confirm, for issuers.

In high-risk transaction types where an issuer might otherwise have declined the transaction, issuers can ask the consumer to tap to confirm the transaction, demonstrating that the consumer is in possession of the physical card.

Token Technology

We are adding identity-based authentication and other capabilities to our token technology to further drive preference for Visa payment types, including a solution for agentic commerce.

Please see our *Looking Ahead* discussion below.

In addition, the Visa Cloud Token Framework is a cloud-based security technology program that expands token use cases to mobile wallets, ecommerce platforms and Internet of Things devices, all while adding fraud mitigation functionality.

We continue to build new capabilities, such as Visa Payment Passkey, which links the token to the consumer’s device passkey information, adding another layer of security to the payment experience.

Building on these capabilities, we are progressing beyond earlier implementations like Click to Pay, which provides a simplified and more consistent ecommerce checkout experience by removing time-consuming key entry of personal

Cross-Border

We are a preferred global payments network for cross-border travelers in key markets, differentiated by our risk management and fraud prevention capabilities, including tokenization, and our cross-border currency and settlement capabilities, which include foreign exchange solutions.

As our cross-border volume continues to grow year-over-year, we are investing in cross-border commerce through several strategic initiatives.

As a network of networks enabling global movement of money through all available networks, we are working to provide payment solutions and services for everyone, everywhere.

- We facilitate secure, reliable and efficient money movement among consumers, issuing and acquiring financial institutions and merchants. We have traditionally referred to this structure as the “four-party” model.

We provide transaction processing services (primarily authorization, clearing and settlement) to our financial institution and merchant clients through VisaNet.

We partner with both traditional and emerging players to innovate and expand the payments ecosystem, allowing them to use the resources of our platform to scale and grow their businesses more quickly and effectively.

(1) The number includes an estimated 42 million locations through payment facilitators, which are technology providers that provide payment acceptance services to merchants on behalf of acquirers.

Visa earns revenue by facilitating money movement across more than 200 countries and territories among a global set of consumers, merchants, financial institutions and government entities through innovative technologies.

We seek to accelerate revenue growth in three primary areas — consumer payments, new flows and value- added services.

On an annual basis, we see more than $20 trillion(2) of opportunity globally, excluding Russia and China, to convert cash, check, Automated Clearing House (ACH), domestic schemes, and other forms of electronic payment into cards and digital accounts on Visa’s network.

We aim to grow consumer payments through expansion of credentials and acceptance points and deepening engagement with consumers through key enablers.

We are focused on developing innovative digital solutions and products across face-to-face and ecommerce payments, providing consumers and merchants around the world the best ways to pay and be paid.

banking capabilities, in more than 200 countries and territories worldwide through issuing and acquiring partnerships with both financial institutions and independent automated teller machine (ATM) operators.

Some examples include:

Tap to Pay

Tap to Pay adoption is growing and many consumers have come to expect this seamless payment experience.

Tap to Pay has become the default way Visa cardholders pay in nearly 60 countries and territories, with more than 90 percent penetration of Visa face-to-face transactions, and in over 125 countries and territories, Tap to Pay comprises more than 50 percent of our face-to-face transactions.

Excluding the U.S., over 80 percent of face-to-face Visa transactions globally were contactless in fiscal 2024.

In the U.S., Visa has surpassed 50 percent contactless penetration and more than 535 million Tap to Pay-enabled Visa cards have been issued.

Tokenization

Click to Pay

Based on the EMV® Secure Remote Commerce industry standard, Click to Pay brings a standardized and streamlined approach to online checkout and meets the needs of consumers shopping across a growing number of connected devices.

The goal of Click to Pay is to make online payments as secure, reliable and interoperable as the in-person checkout experience.

New Flows

The first objective is to grow B2B payments volume through our Visa Commercial Solutions.

This part of the business focuses on addressing the $145 trillion of opportunity in B2B payment flows around the world annually, excluding Russia and China.

We believe around 15% of the annual opportunity, or $20 trillion, could be addressed

by our card and virtual products, which we are continuously evolving for more use cases.

Another $105 trillion of the annual opportunity is in the accounts payable and accounts receivable space that largely relies on check, ACH, and wires.

Lastly, cross-border volumes, which are addressable by our Visa Commercial Solutions and Visa Direct Platform, represent $20 trillion of opportunity on an annual basis.

The second objective is to put the power of money movement in our clients’ hands, enabling them to move money around the world.

This part of the business focuses on addressing $20 trillion in B2C, $20 trillion in P2P, and $15 trillion in G2C opportunities annually, excluding Russia and China, as well as the cross-border B2B opportunity.

These flows are largely addressed through our Visa Direct Platform, encompassing a broad network of eligible cards, bank accounts, and digital wallets, as well as our Visa B2B Connect network.

Visa B2B Connect is a key part of our value proposition and considered part of the Visa Direct platform.

It is a multilateral B2B cross-border payments network designed to facilitate reliable, secure and cost-effective transactions from the bank of origin directly to the beneficiary bank, helping streamline settlement and optimize payments for financial institutions’ corporate clients.

Visa B2B Connect continues to scale and is available in more than 100 countries and territories.

The Visa Direct platform now also includes Visa Cross-Border Solutions and our digitally native Currencycloud capabilities that service new flows and our established cross-border consumer payments businesses with capabilities such as providing real-time foreign exchange rates, virtual accounts, and enhanced liquidity and settlement.

In addition, our Visa+ solution provides interoperability for our clients.

In fiscal 2023, we announced the launch of Visa+, which enables transfers between participating P2P apps.

Visa+ is now fully live for eligible users of PayPal and Venmo in the U.S. In addition to bringing reach, flexibility and convenience to P2P payment experiences, Visa+

can help merchants improve the process of disbursing funds to their users, also known as B2C payouts, which is live with DailyPay.

Our comprehensive suite of value-added services spans five categories — Issuing Solutions, Acceptance Solutions, Risk and Identity Solutions, Open Banking Solutions and Advisory Services.

For the fiscal year ended September 30, [removed: 2024][added: 2025]

[removed: ][added: ]

The aggregate market value of the registrant’s class A common stock, held by non-affiliates (using the New York Stock Exchange closing price as of March [removed: 28, 2024,] [added: 31, 2025,] the last business day of the registrant’s most recently completed second fiscal quarter) was approximately [removed: $439.3] [added: $601.1] billion.

As of [removed: November 6, 2024,] [added: October 30, 2025,] the registrant’s shares of common stock outstanding were as follows.

| Class C common stock | | | | | | [removed: 9,595,774] [added: 8,938,707] | | |

Portions of the Registrant’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of [removed: Stockholders] [added: Shareholders] are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.

Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the Registrant’s fiscal year ended September 30, [removed: 2024.][added: 2025.]

| Item 1A | | | [Risk Factors](#i3e21d382a73642188017c034fc47d460_16) | | | [removed: [19](#i3e21d382a73642188017c034fc47d460_16)] [added: [21](#i3e21d382a73642188017c034fc47d460_16)] | | |

| Item 1B | | | [Unresolved Staff Comments](#i3e21d382a73642188017c034fc47d460_19) | | | [removed: [34](#i3e21d382a73642188017c034fc47d460_19)] [added: [36](#i3e21d382a73642188017c034fc47d460_19)] | | |

| Item 1C | | | [Cybersecurity](#i3e21d382a73642188017c034fc47d460_1807) | | | [removed: [34](#i3e21d382a73642188017c034fc47d460_1807)] [added: [36](#i3e21d382a73642188017c034fc47d460_1807)] | | |

| Item 2 | | | [Properties](#i3e21d382a73642188017c034fc47d460_22) | | | [removed: [36](#i3e21d382a73642188017c034fc47d460_22)] [added: [38](#i3e21d382a73642188017c034fc47d460_22)] | | |

| Item 3 | | | [Legal Proceedings](#i3e21d382a73642188017c034fc47d460_25) | | | [removed: [36](#i3e21d382a73642188017c034fc47d460_25)] [added: [38](#i3e21d382a73642188017c034fc47d460_25)] | | |

| Item 4 | | | [Mine Safety Disclosures](#i3e21d382a73642188017c034fc47d460_28) | | | [removed: [36](#i3e21d382a73642188017c034fc47d460_28)] [added: [38](#i3e21d382a73642188017c034fc47d460_28)] | | |

| Item 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#i3e21d382a73642188017c034fc47d460_34) | | | [removed: [37](#i3e21d382a73642188017c034fc47d460_34)] [added: [39](#i3e21d382a73642188017c034fc47d460_34)] | | |

| Item 6 | | | \[Reserved\] | | | [removed: [37](#i3e21d382a73642188017c034fc47d460_43)] [added: [39](#i3e21d382a73642188017c034fc47d460_43)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i3e21d382a73642188017c034fc47d460_46) | | | [removed: [38](#i3e21d382a73642188017c034fc47d460_46)] [added: [40](#i3e21d382a73642188017c034fc47d460_46)] | | |

| Item 7A | | | [Quantitative and Qualitative Disclosures About Market Risk](#i3e21d382a73642188017c034fc47d460_82) | | | [removed: [51](#i3e21d382a73642188017c034fc47d460_82)] [added: [53](#i3e21d382a73642188017c034fc47d460_82)] | | |

| Item 8 | | | [Financial Statements and Supplementary Data](#i3e21d382a73642188017c034fc47d460_85) | | | [removed: [53](#i3e21d382a73642188017c034fc47d460_85)] [added: [55](#i3e21d382a73642188017c034fc47d460_85)] | | |

| Item 9 | | | [Changes in and Disagreements](#i3e21d382a73642188017c034fc47d460_178) [W](#i3e21d382a73642188017c034fc47d460_178)[ith Accountants on Accounting and Financial Disclosure](#i3e21d382a73642188017c034fc47d460_178)s | | | [removed: [104](#i3e21d382a73642188017c034fc47d460_178)] [added: [108](#i3e21d382a73642188017c034fc47d460_178)] | | |

| Item 9A | | | [Controls and Procedures](#i3e21d382a73642188017c034fc47d460_181) | | | [removed: [104](#i3e21d382a73642188017c034fc47d460_181)] [added: [108](#i3e21d382a73642188017c034fc47d460_181)] | | |

| Item 9B | | | [Other Information](#i3e21d382a73642188017c034fc47d460_184) | | | [removed: [104](#i3e21d382a73642188017c034fc47d460_184)] [added: [108](#i3e21d382a73642188017c034fc47d460_184)] | | |

| Item 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i3e21d382a73642188017c034fc47d460_187) | | | [removed: [105](#i3e21d382a73642188017c034fc47d460_187)] [added: [109](#i3e21d382a73642188017c034fc47d460_187)] | | |

| Item 10 | | | [Directors, Executive Officers and Corporate Governance](#i3e21d382a73642188017c034fc47d460_193) | | | [removed: [106](#i3e21d382a73642188017c034fc47d460_193)] [added: [110](#i3e21d382a73642188017c034fc47d460_193)] | | |

| Item 11 | | | [Executive Compensation](#i3e21d382a73642188017c034fc47d460_196) | | | [removed: [106](#i3e21d382a73642188017c034fc47d460_196)] [added: [110](#i3e21d382a73642188017c034fc47d460_196)] | | |

| Item 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#i3e21d382a73642188017c034fc47d460_199) | | | [removed: [106](#i3e21d382a73642188017c034fc47d460_199)] [added: [110](#i3e21d382a73642188017c034fc47d460_199)] | | |

| Item 13 | | | [Certain Relationships and Related Transactions, and Director Independence](#i3e21d382a73642188017c034fc47d460_202) | | | [removed: [106](#i3e21d382a73642188017c034fc47d460_202)] [added: [110](#i3e21d382a73642188017c034fc47d460_202)] | | |

| Item 14 | | | [Principal Account](#i3e21d382a73642188017c034fc47d460_205)[ant](#i3e21d382a73642188017c034fc47d460_205) [Fees and Services](#i3e21d382a73642188017c034fc47d460_205) | | | [removed: [106](#i3e21d382a73642188017c034fc47d460_205)] [added: [110](#i3e21d382a73642188017c034fc47d460_205)] | | |

| Item 15 | | | [Exhibits](#i3e21d382a73642188017c034fc47d460_211) [and](#i3e21d382a73642188017c034fc47d460_211) [Financial Statement Schedules](#i3e21d382a73642188017c034fc47d460_211) | | | [removed: [107](#i3e21d382a73642188017c034fc47d460_211)] [added: [111](#i3e21d382a73642188017c034fc47d460_211)] | | |

| Item 16 | | | [Form 10-K Summary](#i3e21d382a73642188017c034fc47d460_214) | | | [removed: [107](#i3e21d382a73642188017c034fc47d460_214)] [added: [111](#i3e21d382a73642188017c034fc47d460_214)] | | |

This Annual Report on Form 10-K 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 [removed: countries;] [added: countries and territories;] size and growth of the total addressable opportunities in consumer [removed: payments] [added: payments, commercial] and [removed: new flows] [added: money movement solutions] and [added: value-added services and] our ability to capture such opportunities; 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 consolidated financial statements.

| 2.250% Senior Notes due 2028 | | | | | | V28 | | | | | | New York Stock Exchange | | |

| 3.125% Senior Notes due 2033 | | | | | | V33 | | | | | | 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 | | |

| Class A common stock | | | | | | 1,687,629,770 | | |

| | | | | | | | | | | | | | | |

| Class A common stock | | | | | | 1,728,105,021 | | |

Visa’s global [removed: cyber security] [added: cybersecurity] incident response team provides monitoring of Visa [removed: networks] [added: systems] and digital assets [removed: across] [added: from] three cyber fusion centers in the U.S., United Kingdom, and Singapore.

Our cybersecurity awareness team regularly publishes and shares information with Visa employees on emerging threats, such as deepfake and [removed: generative AI-powered] [added: GenAI-powered] social engineering schemes.

However, as of September 30, [removed: 2024,] [added: 2025,] we were not aware of any direct or third-party cybersecurity incidents in the past three fiscal years that have materially affected our business strategy, results of operations, or financial condition.

When we become aware that a service provider, vendor, supplier, or other third party has experienced any compromise or failure in the [removed: cybersecurity] [added: technology] infrastructure owned or controlled by such third party, we may attempt to mitigate our risk, including by terminating such third party’s connection to our information and technology assets where appropriate.

Our CISO is responsible for day-to-day management and oversight of our information security program and leads our cybersecurity organization, which comprises approximately 1,000 professionals globally as of September 30, [removed: 2024.][added: 2025.]

Our current President of Technology joined Visa in November 2013 and has over 30 years of experience in leading the [removed: development and] [added: development,] deployment [added: and operations] of [added: broad technology platforms including] commerce and transaction technologies, which includes overseeing cybersecurity risk and transformational technology initiatives.

We also regularly and proactively engage relevant vendors and other third parties to assess risk to Visa information assets when a new vulnerability or compromise is reported that may affect those third parties.

As of September 30, [removed: 2024,] [added: 2025,] we owned or leased [removed: 135] office locations [removed: in 83 countries] around the world, including four [added: global] data centers located in the U.S., the United Kingdom and Singapore.

Our corporate headquarters are located in [removed: owned and leased premises in] the San Francisco Bay Area.

As of [removed: November 6, 2024,] [added: October 30, 2025,] we had [removed: 319 stockholders] [added: 311 shareholders] of record of our class A common stock.

The number of beneficial owners is substantially greater than the number of record holders, because a large portion of our class A common stock is held in “street name” by brokers and other financial institutions on behalf of our [removed: stockholders.][added: shareholders.]

As of [removed: November 6, 2024,] [added: October 30, 2025,] there were [removed: 657, 215] [added: 610, 200] and [removed: 353] [added: 332] holders of record of our class B-1, B-2 and C common stock, respectively.

On October [removed: 29, 2024,] [added: 28, 2025,] our board of directors declared a quarterly cash dividend of [removed: $0.59] [added: $0.67] 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 December [removed: 2, 2024,] [added: 1, 2025,] to [added: all] holders of record as of November 12, [removed: 2024.][added: 2025.]

The table below presents our purchases of class A common stock [removed: during] [added: for] the three months ended September 30, [removed: 2024:][added: 2025:]

| Period | | | | | | Total [removed: Number of Shares Purchased(1)] [added: Number of Shares Purchased] | | | | | | Average Purchase Price per [removed: Share(2)] [added: Share(1)] | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs(1)] [added: Programs] | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or [removed: Programs(1),(2)] [added: Programs] | | |

[removed: (2)Includes] [added: (1)Includes] applicable taxes.

| July 1 – 31, 2025 | | | | | | 5 | | | | | | $ | 356.32 | | | | | 5 | | | | | | $ | 27,889 | |

| August 1 – 31, 2025 | | | | | | 5 | | | | | | $ | 345.72 | | | | | 5 | | | | | | $ | 26,142 | |

| September 1 – 30, 2025 | | | | | | 4 | | | | | | $ | 345.56 | | | | | 4 | | | | | | $ | 24,890 | |

| Total | | | | | | 14 | | | | | | $ | 349.77 | | | | | 14 | | | | | | | | |

| July 1 - 31, 2024 | | | | | | 11 | | | | | | $ | 267.70 | | | | | 11 | | | | | | $ | 15,965 | |

| August 1 - 31, 2024 | | | | | | 6 | | | | | | $ | 266.17 | | | | | 6 | | | | | | $ | 14,438 | |

| September 1 - 30, 2024 | | | | | | 5 | | | | | | $ | 283.54 | | | | | 5 | | | | | | $ | 13,075 | |

| Total | | | | | | 22 | | | | | | $ | 270.85 | | | | | 22 | | | | | | | | |

(1)The figures in the table reflect transactions according to the trade dates.

| [Report of Independent Registered Public Accounting Firm](#i3e21d382a73642188017c034fc47d460_88) (KPMG LLP, San Francisco, CA, Auditor Firm ID: 185) | | | [removed: [54](#i3e21d382a73642188017c034fc47d460_88)] [added: [56](#i3e21d382a73642188017c034fc47d460_88)] | | |

| [Consolidated Balance Sheets](#i3e21d382a73642188017c034fc47d460_91) | | | [removed: [57](#i3e21d382a73642188017c034fc47d460_91)] [added: [59](#i3e21d382a73642188017c034fc47d460_91)] | | |

| [Consolidated Statements of Operations](#i3e21d382a73642188017c034fc47d460_97) | | | [removed: [58](#i3e21d382a73642188017c034fc47d460_97)] [added: [60](#i3e21d382a73642188017c034fc47d460_97)] | | |

| [Consolidated Statements of Comprehensive Income](#i3e21d382a73642188017c034fc47d460_100) | | | [removed: [59](#i3e21d382a73642188017c034fc47d460_100)] [added: [61](#i3e21d382a73642188017c034fc47d460_100)] | | |

| [Consolidated Statements of](#i3e21d382a73642188017c034fc47d460_103) [](#i3e21d382a73642188017c034fc47d460_103)[Changes in](#i3e21d382a73642188017c034fc47d460_103) [](#i3e21d382a73642188017c034fc47d460_103)[Equity](#i3e21d382a73642188017c034fc47d460_103) | | | [removed: [60](#i3e21d382a73642188017c034fc47d460_103)] [added: [62](#i3e21d382a73642188017c034fc47d460_103)] | | |

| [Consolidated Statements of Cash Flows](#i3e21d382a73642188017c034fc47d460_106) | | | [removed: [63](#i3e21d382a73642188017c034fc47d460_106)] [added: [65](#i3e21d382a73642188017c034fc47d460_106)] | | |

| [Notes to Consolidated Financial Statements](#i3e21d382a73642188017c034fc47d460_109) | | | [removed: [64](#i3e21d382a73642188017c034fc47d460_109)] [added: [66](#i3e21d382a73642188017c034fc47d460_109)] | | |

We have audited the accompanying consolidated balance sheets of Visa Inc. and subsidiaries (the Company) as of September 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended September 30, [removed: 2024,] [added: 2025,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of September 30, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2024] [added: 2025] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in Notes 5 and 20 to the consolidated financial statements, the Company is party to various legal proceedings, including the *Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions,* [removed: and] [added: for which the Company] has recorded a litigation accrual of [removed: $1,537] [added: $2,698] million as of September 30, [removed: 2024, of which] [added: 2025, and] the substantial majority of that accrual relates to Individual Merchant Actions.

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | [removed: 11,975] [added: 17,164] | | | | | $ | [removed: 16,286] [added: 11,975] | |

| Restricted cash equivalents—U.S. litigation escrow | | | [removed: 3,089] [added: 2,990] | | | | | | [removed: 1,764] [added: 3,089] | | |

| Investment securities | | | [removed: 3,200] [added: 1,833] | | | | | | [removed: 3,842] [added: 3,200] | | |

| Settlement receivable | | | [removed: 4,454] [added: 4,191] | | | | | | [removed: 2,183] [added: 4,454] | | |

| Accounts receivable | | | [removed: 2,561] [added: 3,126] | | | | | | [removed: 2,291] [added: 2,561] | | |

| Customer collateral | | | [removed: 3,524] [added: 3,625] | | | | | | [removed: 3,005] [added: 3,524] | | |

| Current portion of client incentives | | | [removed: 1,918] [added: 2,158] | | | | | | [removed: 1,577] [added: 1,918] | | |

| Prepaid expenses and other current assets | | | [removed: 3,312] [added: 2,679] | | | | | | [removed: 2,584] [added: 3,312] | | |

| Total current assets | | | [removed: 34,033] [added: 37,766] | | | | | | [removed: 33,532] [added: 34,033] | | |

| Investment securities | | | [removed: 2,545] [added: 999] | | | | | | [removed: 1,921] [added: 2,545] | | |

| Client incentives | | | [removed: 4,628] [added: 5,157] | | | | | | [removed: 3,789] [added: 4,628] | | |

| Property, equipment and technology, net | | | [removed: 3,824] [added: 4,236] | | | | | | [removed: 3,425] [added: 3,824] | | |

| Goodwill | | | [removed: 18,941] [added: 19,879] | | | | | | [removed: 17,997] [added: 18,941] | | |

| Intangible assets, net | | | [removed: 26,889] [added: 27,646] | | | | | | [removed: 26,104] [added: 26,889] | | |

| Other assets | | | [removed: 3,651] [added: 3,944] | | | | | | [removed: 3,731] [added: 3,651] | | |

| Total assets | | | $ | [removed: 94,511] [added: 99,627] | | | | | $ | [removed: 90,499] [added: 94,511] | |

| Accounts payable | | | $ | [removed: 479] [added: 555] | | | | | $ | [removed: 375] [added: 479] | |

| Settlement payable | | | [removed: 5,265] [added: 4,568] | | | | | | [removed: 3,269] [added: 5,265] | | |

| Accrued compensation and benefits | | | [removed: 1,538] [added: 1,863] | | | | | | [removed: 1,506] [added: 1,538] | | |

| Client incentives | | | [removed: 9,075] [added: 10,369] | | | | | | [removed: 8,177] [added: 9,075] | | |

| Accrued liabilities | | | [removed: 4,909] [added: 5,466] | | | | | | [removed: 5,015] [added: 4,909] | | |

| Accrued litigation | | | [removed: 1,727] [added: 3,033] | | | | | | [removed: 1,751] [added: 1,727] | | |

| Total current liabilities | | | [removed: 26,517] [added: 35,048] | | | | | | [removed: 23,098] [added: 26,517] | | |

| Long-term debt | | | [removed: 20,836] [added: 19,602] | | | | | | [removed: 20,463] [added: 20,836] | | |

| Deferred tax liabilities | | | [removed: 5,301] [added: 5,549] | | | | | | [removed: 5,114] [added: 5,301] | | |

| Other liabilities | | | [removed: 2,720] [added: 1,519] | | | | | | [removed: 3,091] [added: 2,720] | | |

| Total liabilities | | | [removed: 55,374] [added: 61,718] | | | | | | [removed: 51,766] [added: 55,374] | | |

November 6, 2025

| | | | 2025 | | | | | | 2024 | | |

| Customer collateral | | | 3,625 | | | | | | 3,524 | | |

| Anniversary release (2) | | | — | | | (3) | | | (7) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (7) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of September 30, 2025 | | | 5 | | | | | | $ | 745 | | (1) | | | 1,825 | | | | | | $ | 21,934 | | | | | | | | | | | $ | (124) | | | | | $ | 15,106 | | | | | $ | 248 | | | | | $ | 37,909 | |

(2)See *Note 5—U.S. and Europe Retrospective Responsibility Plans* for further details.

| Anniversary release (2) | | | — | | | (3) | | | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (5) | | |

| Balance as of September 30, 2024 | | | 5 | | | | | | $ | 1,031 | | (1) | | | 1,868 | | | | | | $ | 21,229 | | | | | $ | (104) | | | | | $ | 17,289 | | | | | $ | (308) | | | | | $ | 39,137 | |

(2)See *Note 5—U.S. and Europe Retrospective Responsibility Plans* for further details.

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

See *Note 5—U.S. and Europe Retrospective Responsibility Plans* for the book value of series B and C preferred stock.

| Net income | | | $ | 20,058 | | | | | $ | 19,743 | | | | | $ | 17,273 | |

| Depreciation and amortization | | | 1,220 | | | | | | 1,034 | | | | | | 943 | | |

(1)For fiscal 2025, the amount includes $1.9 billion of cash paid for federal transferable tax credits.

Visa provides transaction processing services (primarily authorization, clearing and settlement) among consumers, issuing and acquiring financial institutions and sellers through its electronic payments network, VisaNet.

Visa is focused on extending, enhancing and investing in its proprietary advanced transaction processing network, VisaNet, to offer a single connection point for facilitating money movement to multiple endpoints through various form factors and innovative technologies across more than 200 countries and territories.

statements of operations.

See *Note 12—Settlement Guarantee Management.* The

Depreciation and amortization commence once the asset is ready for its intended use, and is computed on a straight-line basis over the asset’s estimated useful life.

See *Note 9—Leases.*

See *Note 2—Acquisitions*.

These loss contingencies are recorded in litigation provision on the consolidated statements of operations.

The Company’s value-added services consist of Issuing Solutions, Acceptance Solutions, Risk and Security Solutions, and Advisory and Other Services.

These services may be offered in combination with the Company’s payments network services or independently as standalone products.

In addition, it consists of value-added services related to certain Issuing Solutions.

*Recently adopted accounting pronouncement.* In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

This standard also enhances interim disclosure requirements and provides new segment disclosure requirements for entities with a single reportable segment.

The Company adopted this standard in fiscal 2025, which resulted in additional disclosures.

See *Note 14—Segment Information.*

*Fiscal 2025 Acquisition*

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.

geographical markets.

| Net revenue | | | $ | 40,000 | | | | | $ | 35,926 | | | | | $ | 32,653 | |

For fiscal 2025, 2024, and 2023, revenue from value-added services was $10.9 billion, $8.8 billion and $7.2 billion, respectively.

Revenue from Value-added Services is recognized within data processing, other and service revenue.

| | | | 2025 | | | | | | 2024 | | |

| Cash and cash equivalents | | | $ | 17,164 | | | | | $ | 11,975 | |

| Customer collateral | | | 3,625 | | | | | | 3,524 | | |

withdrawn or used for general operating activities.

November 13, 2024

| | | | | | | | | | | | | | | | | | |

| Balance as of September 30, 2022 | | | 5 | | | | | | $ | 2,324 | | (1) | | | 1,890 | | | | | | $ | 19,545 | | | | | $ | (35) | | | | | $ | 16,116 | | | | | $ | (2,369) | | | | | $ | 35,581 | |

| Balance as of September 30, 2021 | | | 5 | | | | | | $ | 3,080 | | (1) | | | 1,932 | | | | | | $ | 18,855 | | | | | $ | (133) | | | | | $ | 15,351 | | | | | $ | 436 | | | | | $ | 37,589 | |

Visa operates one of the world’s largest electronic payments networks — VisaNet — which provides transaction processing services, primarily authorization, clearing and settlement.

The Company offers products, solutions and services that facilitate secure, reliable and efficient money movement for participants in the ecosystem.

needs.

fully offset by corresponding liabilities, and both balances are presented on the consolidated balance sheets.

Land and construction-in-progress are not depreciated.

Internally developed software represents software primarily used by the VisaNet electronic payments network.

The Company earns net revenue primarily from issuers and acquirers.

Visa’s obligation is to stand ready to

Nonmonetary

*Pending Acquisition*

This acquisition is subject to customary closing conditions, including applicable regulatory approvals.

zero pursuant to losses arising in claims relating to multilateral interchange fee rate setting in the Visa Europe territory.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | September 30, 2024 | | | | | | | | | | | | | | | | | | | | |

| | | | September 30, 2023 | | | | | | | | | | | | | | | | | | | | |

| Total | | | $ | 5,806 | | | | | $ | 1 | | | | | $ | (82) | | | | | $ | 5,725 | |

Debt securities with unrealized losses for less than 12 months and 12 months or greater were as follows:

| | | | Less Than 12 Months | | | | | | | | | | | | 12 Months or Greater | | | | | | | | |

| | | | Fair Value | | | | | | Gross Unrealized Losses | | | | | | Fair Value | | | | | | Gross Unrealized Losses | | |

| U.S. government-sponsored debt securities | | | $ | — | | | | | $ | — | | | | | $ | 164 | | | | | $ | — | |

| U.S. Treasury securities | | | — | | | | | | — | | | | | | 1,019 | | | | | | (5) | | |

| Total | | | $ | — | | | | | $ | — | | | | | $ | 1,183 | | | | | $ | (5) | |

| U.S. government-sponsored debt securities | | | $ | 412 | | | | | $ | (2) | | | | | $ | 50 | | | | | $ | — | |

| U.S. Treasury securities | | | 1,360 | | | | | | (12) | | | | | | 2,128 | | | | | | (68) | | |

| Total | | | $ | 1,772 | | | | | $ | (14) | | | | | $ | 2,178 | | | | | $ | (68) | |

The unrealized losses were primarily attributable to changes in interest rates.

| | | | | | | September 30, 2024 | | |

| Total | | | | | | $ | 5,451 | |

| Construction-in-progress | | | 222 | | | | | | 344 | | |

| Estimated future amortization expense | | | $ | 701 | | | | | $ | 532 | | | | | $ | 385 | | | | | $ | 265 | | | | | $ | 127 | | | | | $ | 142 | | | | | $ | 2,152 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Other | | | — | | | | | | — | | | | | | — | | | | | | 111 | | | | | | (111) | | | | | | — | | |

| 2025 | | | | | | $ | 179 | |

| 2026 | | | | | | 162 | | |

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of September 30, [removed: 2024,] [added: 2025,] our disclosure controls and procedures were effective at the reasonable assurance level.

Management assessed the effectiveness of our internal control over financial reporting as of September 30, [removed: 2024] [added: 2025] using the criteria set forth in Internal Control*—*Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on management’s assessment, management has concluded that our internal control over financial reporting was effective as of September 30, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of September 30, [removed: 2024,] [added: 2025,] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included in *Item 8* of this report.

There have been no changes in our internal controls over financial reporting that occurred during our fourth quarter of fiscal [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We will file a definitive proxy statement pursuant to Regulation 14A under the Exchange Act (Proxy Statement) no later than 120 days after the end of the fiscal year ended September 30, [removed: 2024.][added: 2025.]

| [removed: 2.1] [added: 2.1#] | | | | | | [Amended and Restated Transaction Agreement, dated as of May 10, 2016, between Visa Inc. and Visa Europe [removed: Limited #](https://www.sec.gov/Archives/edgar/data/1403161/000140316116000027/exh21artransagmt.htm)] [added: Limited](https://www.sec.gov/Archives/edgar/data/1403161/000140316116000027/exh21artransagmt.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | 2.1 | | | | | | 5/10/2016 | | |

| 3.2 | | | | | | [Amended and Restated Bylaws of Visa [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1403161/000140316122000065/vexh3208052022.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1403161/000140316125000043/vex3207232025.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | 3.2 | | | | | | [removed: 8/5/2022] [added: 7/23/2025] | | |

| [removed: 4.12] [added: 4.13] | | | | | | [Form of 2.000% Senior Note due 2029](https://www.sec.gov/Archives/edgar/data/1403161/000119312522165274/d309621dex42.htm) | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.2 | | | | | | 6/1/2022 | | |

| [removed: 4.13] [added: 4.14] | | | | | | [Form of 2.050% Senior Note due 2030](https://www.sec.gov/Archives/edgar/data/1403161/000119312520095989/d885000dex42.htm) | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.2 | | | | | | 4/2/2020 | | |

| [removed: 4.14] [added: 4.15] | | | | | | [Form of 1.100% Senior Note due 2031](https://www.sec.gov/Archives/edgar/data/1403161/000119312520222423/d941277dex42.htm) | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.2 | | | | | | 8/17/2020 | | |

| [removed: 4.15] [added: 4.17] | | | | | | [Form of 2.375% Senior Note due 2034](https://www.sec.gov/Archives/edgar/data/1403161/000119312522165274/d309621dex43.htm) | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.3 | | | | | | 6/1/2022 | | |

| [removed: 4.16] [added: 4.18] | | | | | | [Form of 4.150% Senior Note due 2035](https://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex46.htm) | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.6 | | | | | | 12/14/2015 | | |

| [removed: 4.17] [added: 4.20] | | | | | | [Form of 2.700% Senior Note due 2040](https://www.sec.gov/Archives/edgar/data/1403161/000119312520095989/d885000dex43.htm) | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.3 | | | | | | 4/2/2020 | | |

| [removed: 4.18] [added: 4.22] | | | | | | [Form of 4.300% Senior Note due 2045](https://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex47.htm) | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.7 | | | | | | 12/14/2015 | | |

| [removed: 4.19] [added: 4.23] | | | | | | [Form of 3.650% Senior Note due 2047](https://www.sec.gov/Archives/edgar/data/1403161/000119312517281776/d456880dex43.htm) | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.3 | | | | | | 9/11/2017 | | |

| [removed: 4.20] [added: 4.24] | | | | | | [Form of 2.000% Senior Note due 2050](https://www.sec.gov/Archives/edgar/data/1403161/000119312520222423/d941277dex43.htm) | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.3 | | | | | | 8/17/2020 | | |

| [removed: 4.21+] [added: 4.25+] | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex421093024.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1403161/000140316125000089/vex42593025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.4] [added: 10.4ø] | | | | | | [Form of Framework Agreement by and among Visa Inc., Visa Europe Limited, Inovant LLC, Visa International Services Association and Visa U.S.A. [removed: Inc. †](https://www.sec.gov/Archives/edgar/data/1403161/000119312507160768/dex1017.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1403161/000119312507160768/dex1017.htm)] | | | | | | S-4/A | | | | | | 333-143966 | | | | | | 10.17 | | | | | | 7/24/2007 | | |

| [removed: 10.5] [added: 10.5#] | | | | | | [Amended and Restated Five Year Revolving Credit Agreement, dated as of May 31, 2023, by and among Visa Inc., Visa International Service Association, Visa U.S.A. Inc. and Visa Europe Limited, as borrowers, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank N.A., as syndication agent, and the lenders referred to [removed: therein #](https://www.sec.gov/Archives/edgar/data/1403161/000140316123000072/vex10163023.htm)] [added: therein](https://www.sec.gov/Archives/edgar/data/1403161/000140316123000072/vex10163023.htm)] | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.1 | | | | | | 07/26/2023 | | |

| [removed: 10.6] [added: 10.6ø] | | | | | | [Form of Interchange Judgment Sharing Agreement by and among Visa International Service Association and Visa U.S.A. Inc., and the other parties [removed: thereto †](https://www.sec.gov/Archives/edgar/data/1403161/000119312507160768/dex1013.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/1403161/000119312507160768/dex1013.htm)] | | | | | | S-4/A | | | | | | 333-143966 | | | | | | 10.13 | | | | | | 7/24/2007 | | |

| 10.31* | | | | | | [Visa [removed: Inc. 2015 Employee] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1403161/000119312514441290/d783905ddef14a.htm#tx783905_90) [Employee] Stock Purchase Plan](https://www.sec.gov/Archives/edgar/data/1403161/000119312514441290/d783905ddef14a.htm#tx783905_90) | | | | | | DEF 14A | | | | | | 001-33977 | | | | | | Appendix B | | | | | | 12/12/2014 | | |

| 10.37* | | | | | | [Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for [removed: the CEO for] awards granted after November 1, [removed: 2018](https://www.sec.gov/Archives/edgar/data/1403161/000140316119000005/vex103123118.htm)] [added: 2018](https://www.sec.gov/Archives/edgar/data/1403161/000140316119000005/vex106123118.htm)] | | | | | | 10-Q | | | | | | 001-33977 | | | | | | [removed: 10.3] [added: 10.6] | | | | | | 1/31/2019 | | |

| [removed: 10.38*] [added: 10.43*] | | | | | | [Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, [removed: 2018](https://www.sec.gov/Archives/edgar/data/1403161/000140316119000005/vex106123118.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/1403161/000140316122000013/vex106123121.htm)] | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.6 | | | | | | [removed: 1/31/2019] [added: 1/28/2022] | | |

| [removed: 10.39*] [added: 10.38*] | | | | | | [Form of Visa Inc. 2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after January 1, 2021](https://www.sec.gov/Archives/edgar/data/1403161/000140316121000060/vex104493021.htm) | | | | | | 10-K | | | | | | 001-33977 | | | | | | 10.44 | | | | | | 11/18/2021 | | |

| [removed: 10.40*] [added: 10.39*] | | | | | | [Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for the CEO for awards granted after November 1, 2021](https://www.sec.gov/Archives/edgar/data/1403161/000140316122000013/vex102123121.htm) | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.2 | | | | | | 1/28/2022 | | |

| [removed: 10.41*] [added: 10.40*] | | | | | | [Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for the CEO for awards granted after November 1, 2021](https://www.sec.gov/Archives/edgar/data/1403161/000140316122000013/vex103123121.htm) | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.3 | | | | | | 1/28/2022 | | |

| [removed: 10.42*] [added: 10.41*] | | | | | | [Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for the CEO for awards granted after November 1, 2021](https://www.sec.gov/Archives/edgar/data/1403161/000140316122000013/vex104123121.htm) | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.4 | | | | | | 1/28/2022 | | |

| [removed: 10.43*] [added: 10.42*] | | | | | | [Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 1, 2021](https://www.sec.gov/Archives/edgar/data/1403161/000140316122000013/vex105123121.htm) | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.5 | | | | | | 1/28/2022 | | |

| 10.44* | | | | | | [Form of Visa Inc. 2007 Equity Incentive Compensation Plan [removed: Stock Option] [added: Performance Share] Award Agreement for awards granted after November 1, [removed: 2021](https://www.sec.gov/Archives/edgar/data/1403161/000140316122000013/vex106123121.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/1403161/000140316122000013/vex107123121.htm)] | | | | | | 10-Q | | | | | | 001-33977 | | | | | | [removed: 10.6] [added: 10.7] | | | | | | 1/28/2022 | | |

| [removed: 10.45*] [added: 10.49*] | | | | | | [Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 1, [removed: 2021](https://www.sec.gov/Archives/edgar/data/1403161/000140316122000013/vex107123121.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/1403161/000140316125000017/vex102123124.htm)] | | | | | | 10-Q | | | | | | 001-33977 | | | | | | [removed: 10.7] [added: 10.2] | | | | | | [removed: 1/28/2022] [added: 1/31/2025] | | |

| [removed: 10.46*] [added: 10.45*] | | | | | | [Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after January 23, 2023](https://www.sec.gov/Archives/edgar/data/1403161/000140316123000031/vex10103312023.htm) | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.1 | | | | | | 4/27/2023 | | |

| [removed: 10.47*] [added: 10.46*] | | | | | | [Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after January 23, 2023](https://www.sec.gov/Archives/edgar/data/1403161/000140316123000031/vex10203312023.htm) | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.2 | | | | | | 4/27/2023 | | |

| [removed: 10.48*] [added: 10.47*] | | | | | | [Form of Alternate Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after January 23, 2023](https://www.sec.gov/Archives/edgar/data/1403161/000140316123000031/vex10303312023.htm) | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.3 | | | | | | 4/27/2023 | | |

| [removed: 10.49*] [added: 10.52*] | | | | | | [Form of Amendment Notification to Stock Option and Performance Share Award Holders](https://www.sec.gov/Archives/edgar/data/1403161/000140316123000031/vex10403312023.htm) | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.4 | | | | | | 4/27/2023 | | |

| [removed: 10.50*] [added: 10.53*] | | | | | | [Offer Letter and One-Time Cash Award Agreement, dated June 13, 2023, between Visa Inc. and Chris Suh](https://www.sec.gov/Archives/edgar/data/1403161/000140316123000051/ex992letter06202023.htm) | | | | | | 8-K | | | | | | 001-33977 | | | | | | 99.2 | | | | | | 06/20/2023 | | |

| [removed: 10.51*] [added: 10.54*] | | | | | | [removed: [Amended and Restated Aircraft] [added: [Aircraft] Time Sharing Agreement, effective [removed: November 1, 2019,] [added: January 30, 2023,] between Visa [removed: Inc.] and [removed: Alfred F. Kelly, Jr.](https://www.sec.gov/Archives/edgar/data/1403161/000140316119000050/vex1048093019.htm)] [added: Ryan McInerney](https://www.sec.gov/Archives/edgar/data/1403161/000140316123000031/vex10603312023.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | 001-33977 | | | | | | [removed: 10.48] [added: 10.6] | | | | | | [removed: 11/13/2019] [added: 4/27/2023] | | |

| [removed: 10.52*] [added: 10.55*] | | | | | | [removed: [First Amendment] [added: [Amendment] to [removed: Amended and Restated] [added: the] Aircraft Time Sharing Agreement, dated [removed: January 30, 2023,] [added: as of May 20, 2025,] between Visa and [removed: Alfred F. Kelly, Jr.](https://www.sec.gov/Archives/edgar/data/1403161/000140316123000031/vex10503312023.htm)] [added: Ryan McInerney](https://www.sec.gov/Archives/edgar/data/1403161/000140316125000052/vex101063025.htm)] | | | | | | 10-Q | | | | | | 001-33977 | | | | | | [removed: 10.5] [added: 10.1] | | | | | | [removed: 4/27/2023] [added: 7/30/2025] | | |

| [removed: 19.1+] [added: 19.1] | | | | | | [Prevention of](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex19193024.htm) [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex19193024.htm)[, as](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex19193024.htm) [A](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex19193024.htm)[mended and](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex19193024.htm) [R](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex19193024.htm)[e](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex19193024.htm)[stated](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex19193024.htm) [](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex19193024.htm)[on July 18, 2024](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex19193024.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-33977] | | | | | | [added: 19.1] | | | | | | [added: 11/13/2024] | | |

| 21.1+ | | | | | | [List of Significant Subsidiaries of Visa [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex211093024.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1403161/000140316125000089/vex211093025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 23.1+ | | | | | | [Consent of KPMG LLP, Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex231093024.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1403161/000140316125000089/vex231093025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.1+ | | | | | | [Rule 13a-14(a)/15d-14(a) Certification of Principal Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex31193024.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1403161/000140316125000089/vex31193025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.2+ | | | | | | [Rule 13a-14(a)/15d-14(a) Certification of Principal Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex31293024.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1403161/000140316125000089/vex31293025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 32.1+ | | | | | | [Section 1350 Certification of Principal Executive and Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex32193024.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1403161/000140316125000089/vex32193025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

[removed: †] [added: ø] Confidential treatment has been requested for portions of this agreement.

| Date: | | | | | | November [removed: 13, 2024] [added: 6, 2025] | | |

| 4.12 | | | | | | [Form of 2.250% Senior Notes due 2028](https://www.sec.gov/Archives/edgar/data/1403161/000162828025025899/exhibit41-closing8xk.htm) | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.1 | | | | | | 5/15/2025 | | |

| 4.16 | | | | | | [Form of 3.125% Senior Notes due 2033](https://www.sec.gov/Archives/edgar/data/1403161/000162828025025899/exhibit42-closing8xk.htm) | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.2 | | | | | | 5/15/2025 | | |

| 4.19 | | | | | | [Form of 3.500% Senior Notes due 2037](https://www.sec.gov/Archives/edgar/data/1403161/000162828025025899/exhibit43-closing8xk.htm) | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.3 | | | | | | 5/15/2025 | | |

| 4.21 | | | | | | [Form of 3.875% Senior Notes due 2044](https://www.sec.gov/Archives/edgar/data/1403161/000162828025025899/exhibit44-closing8xk.htm) | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.4 | | | | | | 5/15/2025 | | |

| 10.48* | | | | | | [Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2024](https://www.sec.gov/Archives/edgar/data/1403161/000140316125000017/vex101123124.htm) | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.1 | | | | | | 1/31/2025 | | |

| 10.50* | | | | | | [Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 1, 2024](https://www.sec.gov/Archives/edgar/data/1403161/000140316125000017/vex103123124.htm) | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.3 | | | | | | 1/31/2025 | | |

| 10.51* | | | | | | [Form of Visa Inc. 2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted on and after January 28, 2025](https://www.sec.gov/Archives/edgar/data/1403161/000140316125000037/vex1013312025.htm) | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.1 | | | | | | 4/30/2025 | | |

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| /s/ William Ready | | | | | | Director | | | | | | November 6, 2025 | | |

| William Ready | | | | | | | | | | | | | | |

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| 10.53* | | | | | | [Aircraft Time Sharing Agreement, effective January 30, 2023, between Visa and Ryan McInerney](https://www.sec.gov/Archives/edgar/data/1403161/000140316123000031/vex10603312023.htm) | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.6 | | | | | | 4/27/2023 | | |