Form 8-K

8-K — VISA INC.

Accession: 0001403161-26-000077

Filed: 2026-04-28

Period: 2026-04-28

CIK: 0001403161

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — v-20260428.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (q22026earningsrelease.htm)

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8-K

8-K (Primary)

Filename: v-20260428.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2026

VISA INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware 001-33977 26-0267673

(State or Other Jurisdiction

of Incorporation) (Commission File Number) (IRS Employer

Identification No.)

P.O. Box 8999

San Francisco,

California 94128-8999

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 432-3200

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading symbol Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share V New York Stock Exchange

1.500% Senior Notes due 2026 V26 New York Stock Exchange

2.250% Senior Notes due 2028 V28 New York Stock Exchange

2.000% Senior Notes due 2029 V29 New York Stock Exchange

3.125% Senior Notes due 2033 V33 New York Stock Exchange

2.375% Senior Notes due 2034 V34 New York Stock Exchange

3.500% Senior Notes due 2037 V37 New York Stock Exchange

3.875% Senior Notes due 2044 V44 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On April 28, 2026, Visa Inc. (the "Company") issued an earnings release announcing financial results for the Company's fiscal second quarter ended March 31, 2026.

A copy of the earnings release is attached hereto as Exhibit 99.1. All information in the earnings release is furnished but not filed.

On April 28, 2026, the Company will host a conference call to discuss its fiscal second quarter ended March 31, 2026 financial results.

Item 8.01 Other Events.

On April 28, 2026, the Company’s board of directors declared a quarterly cash dividend in the amount of $0.670 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 June 1, 2026, to all holders of record as of May 12, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number Description

99.1

Earnings Release of Visa Inc., dated April 28, 2026

104 Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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

VISA INC.

Date:

April 28, 2026

By:

/s/ Chris Suh

Chris Suh

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: q22026earningsrelease.htm · Sequence: 2

Document

Visa Reports Fiscal Second Quarter 2026 Results

San Francisco, CA, April 28, 2026 – Visa (NYSE: V)

•GAAP net income of $6.0B or $3.14 per share and non-GAAP net income of $6.3B or $3.31 per share

•Net revenue of $11.2B, an increase of 17%, or 16% on a constant-dollar basis

•Growth in payments volume, cross-border volume and processed transactions was strong

•Share repurchases and dividends of $9.2B

•The board of directors authorized a new $20.0B multi-year share repurchase program

Income Statement Summary

In billions, except percentages and per share data.

% change is calculated over the comparable prior-year period. Q2 2026

Ryan McInerney, Chief Executive Officer, Visa, commented on the results:

USD % Change

Net Revenue

$11.2 17%

"Visa’s second quarter net revenue growth of 17% was the highest since 2022, driving GAAP EPS up 36% and non-GAAP EPS up 20%. Consumer spending remained resilient, and our strategy and innovations fueled strong performance in consumer payments, commercial and money movement solutions and value-added services. Throughout the quarter, we continued to enhance our Visa as a Service stack, including with agentic and stablecoin capabilities, to further strengthen our position as the leading hyperscaler of payments globally and drive growth for years to come."

GAAP Net Income

$6.0 32%

GAAP Earnings Per Share

$3.14 36%

Non-GAAP Net Income(1)

$6.3 17%

Non-GAAP Earnings Per Share(1)

$3.31 20%

(1) Refer to Non-GAAP Financial Measures for further details and a reconciliation of the GAAP to non-GAAP measures presented.

Key Business Drivers

YoY increase / (decrease), volume in constant dollars Q2 2026

Payments Volume 9%

Cross-Border Volume Excluding Intra-Europe(2)

11%

Cross-Border Volume Total 12%

Processed Transactions 9%

(2) Cross-border volume excluding transactions within Europe.

Fiscal Second Quarter 2026 — Financial Highlights

GAAP net income in the fiscal second quarter was $6.0 billion or $3.14 per share, an increase of 32% and 36%, respectively, over prior year’s results. Current year's results included a special item of $311 million for a litigation provision associated with the interchange multidistrict litigation ("MDL") case and other legal matters. Current year's results also included $15 million of net losses from equity investments and $86 million from the amortization of acquired intangible assets and acquisition-related costs. Prior year's results included a special item of $992 million for a litigation provision associated with the MDL case, $23 million of net losses from equity investments and $96 million from the amortization of acquired intangible assets and acquisition-related costs. Excluding these items and related tax impacts, non-GAAP net income for the quarter was $6.3 billion or $3.31 per share, increases of 17% and 20%, respectively, over prior year’s results (refer to Non-GAAP Financial Measures for further details). GAAP earnings per share increase was approximately 35% on a constant-dollar basis, which excludes the impact of foreign currency fluctuations against the U.S. dollar. Non-GAAP earnings per share growth was approximately 20% on a constant-dollar basis. All references to earnings per share assume fully diluted class A share count.

Net revenue in the fiscal second quarter was $11.2 billion, an increase of 17%, driven by the year-over-year growth in payments volume, cross-border volume and processed transactions. Net revenue increased 16% on a constant-dollar basis.

Payments volume for the three months ended December 31, 2025, on which fiscal second quarter service revenue is recognized, increased 8% over the prior year on a constant-dollar basis.

Payments volume for the three months ended March 31, 2026 increased 9% over the prior year on a constant-dollar basis.

Cross-border volume excluding transactions within Europe, which drives our international transaction revenue, for the three months ended March 31, 2026, increased 11% on a constant-dollar basis over the prior year. Total cross-border volume on a constant-dollar basis increased 12% over the prior year.

Total processed transactions, which represent transactions processed by Visa, for the three months ended March 31, 2026, were 66.1 billion, a 9% increase over the prior year.

Fiscal second quarter service revenue was $5.0 billion, an increase of 13% over the prior year, and is recognized based on payments volume in the prior quarter. All other revenue categories are recognized based on current quarter activity. Data processing revenue rose 18% over the prior year to $5.5 billion. International transaction revenue grew 10% over the prior year to $3.6 billion. Other revenue of $1.3 billion rose 41% over the prior year. Client incentives were $4.2 billion, up 14% over the prior year.

GAAP operating expenses were $4.0 billion for the fiscal second quarter, a 4% decrease over the prior year's results, primarily driven by a decrease in the litigation provision. GAAP operating expenses included the special items as well as the amortization of acquired intangible assets and acquisition-related costs in the current and prior year. Excluding these items, non-GAAP operating expenses increased 17% over the prior year, primarily driven by increases in personnel and marketing expenses.

GAAP non-operating expense was $60 million for the fiscal second quarter, including $15 million of net equity investment losses. Excluding this item, non-GAAP non-operating expense was $45 million.

GAAP effective income tax rate was 16.1% for the quarter ended March 31, 2026. Excluding the related tax impacts from the non-GAAP items noted above, the non-GAAP effective income tax rate was 16.4% for the quarter ended March 31, 2026.

Cash, cash equivalents and investment securities were $14.2 billion at March 31, 2026.

The weighted-average number of diluted shares of class A common stock outstanding was 1.92 billion for the quarter ended March 31, 2026.

Other Notable Items

On February 12, 2026, Visa issued fixed-rate senior notes in an aggregate principal amount of $3.0 billion with maturities ranging between 3 and 10 years, and interest rates from 3.8% to 4.7%. The Company intends to use the net proceeds for general corporate purposes, which may include, among other things, the refinancing of existing indebtedness.

On February 26, 2026, Visa deposited $125 million into its litigation escrow account, which was previously established under the Company’s U.S. retrospective responsibility plan to insulate the Company and class A common stockholders from financial liability for certain litigation cases. This deposit has the same economic effect on earnings per share as repurchasing the Company's class A common stock as it reduced each of the as-converted class B-1 common stock and class B-2 common stock share counts at a volume-weighted average price of $312.44.

In February 2026, Visa announced and completed its acquisition of Prisma Medios de Pago S.A.U. ("Prisma") and Newpay S.A.U. ("Newpay") in Argentina. Prisma provides credit, debit and prepaid card issuer processing. Newpay is a multi-network infrastructure provider that operates real-time payments services, the Banelco ATM network and the bill payment platform PagoMisCuentas. This transaction strengthens Visa's commitment to advancing payment innovation and modernizing financial infrastructure across the country. The transaction is subject to review by the Argentine competition authority.

On April 13, 2026, Visa announced the commencement of an exchange offer for any and all outstanding shares of its class B-1 common stock and class B-2 common stock for a combination of Visa's class B-3 common stock, Visa’s class C common stock and, where applicable, cash in lieu of fractional shares. The class B-1 and class B-2 exchange offer will expire at one minute after 11:59 p.m. New York City time on May 8, 2026, unless extended or earlier terminated by Visa.

During the three months ended March 31, 2026, Visa repurchased approximately 25 million shares of class A common stock at an average cost of $320.66 per share for $7.9 billion. The Company had $13.2 billion of remaining authorized funds for share repurchases as of March 31, 2026.

In April 2026, the board of directors authorized a new $20.0 billion multi-year class A common stock share repurchase program. The board of directors also declared a quarterly cash dividend of $0.670 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 June 1, 2026, to all holders of record as of May 12, 2026.

Fiscal Second Quarter 2026 Earnings Results Call Details

Visa’s executive management team will host a live audio webcast beginning at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) today to discuss the financial results and business highlights. All interested parties are invited to listen to the live webcast at investor.visa.com. A replay of the webcast will be available on the Visa Investor Relations website for 30 days. Investor information, including supplemental financial information and operational performance data, is available on the Visa Investor Relations website at investor.visa.com.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to, among other things, our future operations, prospects, developments, strategies, business growth, anticipated timing and benefits of our acquisitions, financial outlook, and the results and impact of the class B-1 and class B-2 exchange offer. Forward-looking statements generally are identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “projects,” “outlook,” “could,” “should,” “will,” “continue” and other similar expressions. All statements other than statements of historical fact could be forward-looking statements, which speak only as of the date they are made, are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond our control and are difficult to predict.

Actual results or outcomes, or the timing of our results or outcomes, could differ materially from those expressed in, or implied by, our forward-looking statements due to a variety of factors, including, but not limited to:

•impact of complex and evolving global regulations;

•increased scrutiny and regulation of the global payments industry;

•impact of government-imposed obligations and/or restrictions on international payments systems;

•impact of laws and regulations regarding the handling of personal data, including laws and regulations related to privacy, cybersecurity and AI;

•impact of tax examinations or disputes, or changes in tax laws;

•outcome of litigation or investigations;

•intense competition in our industry;

•dependence on our client and seller base, which may be costly to win, retain and develop;

•continued push to lower acceptance costs and challenge industry practices;

•dependence on relationships with financial institutions, acquirers, processors, sellers, payment facilitators, ecommerce platforms, fintechs and other third parties;

•our inability to maintain and enhance our brand;

•impact of global economic, political, market, health and social events or conditions;

•our ability to adjust to evolving corporate responsibility and sustainability matters and related regulations;

•exposure to significant risk of loss or reduction of liquidity due to our indemnification obligation to fund settlement losses of our clients;

•failure to anticipate, adapt to, or keep pace with, new technologies in the payments industry;

•a disruption, failure or breach of our networks or systems, including as a result of cyber incidents or attacks;

•our inability to achieve the anticipated benefits of our acquisitions, joint ventures or strategic investments;

•our inability to attract, hire and retain a highly qualified workforce, including key management;

•the conversions of our class B-1, B-2 and class C common stock or series A, B and C preferred stock into shares of class A common stock would result in voting dilution to, and could adversely impact the market price of, our existing class A common stock;

•differing interests between holders of our class B-1, B-2 and C common stock and series A, B and C preferred stock compared to our class A common stock concerning certain significant transactions; and

•other factors described in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended September 30, 2025, and any subsequent reports on Forms 10-Q and 8-K.

Except as required by law, we do not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise.

About Visa

Visa (NYSE: V) is a world leader in digital payments, facilitating transactions between consumers, sellers, financial institutions and government entities across more than 200 countries and territories. Our mission is to connect the world through the most innovative, convenient, reliable and secure payments network, enabling individuals, businesses and economies to thrive. We believe that economies that include everyone everywhere, uplift everyone everywhere and see access as foundational to the future of money movement. Learn more at Visa.com.

Contacts

Investor Relations

Jennifer Como, 650-432-7644

InvestorRelations@visa.com

Media Relations

Fletcher Cook, 650-432-2990

Press@visa.com

Fiscal Second Quarter 2026 — Financial Summary

INCOME STATEMENT SUMMARY

Three Months Ended

March 31, 2026 YoY Change

(in millions, except percentages and per share data)

GAAP

Revenue

Service revenue $ 4,981 13 %

Data processing revenue 5,543 18 %

International transaction revenue 3,631 10 %

Other revenue 1,320 41 %

Client incentives (4,245) 14 %

Net revenue $ 11,230 17 %

Total operating expenses $ 3,996 (4 %)

Non-operating income (expense) (60) NM

Effective income tax rate 16.1 % 0 ppt

Net income $ 6,021 32 %

Earnings per share $ 3.14 36 %

Non-GAAP(1)

Total operating expenses $ 3,599 17 %

Non-operating income (expense) (45) (267 %)

Effective income tax rate 16.4 % 0 ppt

Net income $ 6,342 17 %

Earnings per share $ 3.31 20 %

(1) Refer to Non-GAAP Financial Measures for further details.

NM - Not Meaningful

KEY BUSINESS DRIVERS

YoY Change

Constant Nominal

Payments volume 9% 11%

Cross-border volume excluding intra-Europe(2)

11% 17%

Cross-border volume total 12% 21%

Processed transactions 9% 9%

(2) Cross-border volume excluding transactions within Europe.

Visa Consolidated Balance Sheets (unaudited)

March 31,

2026 September 30,

2025

(in millions, except per share data)

Assets

Cash and cash equivalents $ 12,404 $ 17,164

Restricted cash equivalents—U.S. litigation escrow 665 2,990

Investment securities 1,509 1,833

Settlement receivable 2,136 4,191

Accounts receivable 3,405 3,126

Customer collateral 4,292 3,625

Current portion of client incentives 2,473 2,158

Prepaid expenses and other current assets 4,741 2,679

Total current assets 31,625 37,766

Investment securities 308 999

Client incentives 5,514 5,157

Property, equipment and technology, net 4,778 4,236

Goodwill 20,891 19,879

Intangible assets, net 27,750 27,646

Other assets 4,183 3,944

Total assets $ 95,049 $ 99,627

Liabilities

Accounts payable $ 557 $ 555

Settlement payable 3,048 4,568

Customer collateral 4,292 3,625

Accrued compensation and benefits 1,392 1,863

Client incentives 11,577 10,369

Accrued liabilities 5,670 5,466

Current maturities of debt 1,559 5,569

Accrued litigation 981 3,033

Total current liabilities 29,076 35,048

Long-term debt 22,417 19,602

Deferred tax liabilities 5,893 5,549

Other liabilities 2,002 1,519

Total liabilities 59,388 61,718

Equity

Preferred stock, $0.0001 par value, 5 shares issued and outstanding as of March 31, 2026 and September 30, 2025

528 745

Common stock, $0.0001 par value:

Class A common stock, 1,660 and 1,691 shares issued and outstanding as of March 31, 2026 and September 30, 2025, respectively

— —

Class B-1 and B-2 total common stock, 125 shares issued and outstanding as of March 31, 2026 and September 30, 2025

— —

Class C common stock, 9 shares issued and outstanding as of March 31, 2026 and September 30, 2025

— —

Right to recover for covered losses (44) (124)

Additional paid-in capital 22,033 21,934

Accumulated income 13,122 15,106

Accumulated other comprehensive income (loss):

Investment securities 5 12

Defined benefit pension and other postretirement plans (24) (32)

Derivative instruments (162) (307)

Foreign currency translation adjustments 203 575

Total accumulated other comprehensive income (loss) 22 248

Total equity 35,661 37,909

Total liabilities and equity $ 95,049 $ 99,627

Visa Consolidated Statements of Operations (unaudited)

Three Months Ended

March 31, Six Months Ended

March 31,

2026 2025 2026 2025

(in millions, except per share data)

Net revenue $ 11,230 $ 9,594 $ 22,131 $ 19,104

Operating Expenses

Personnel 1,841 1,657 3,605 3,470

Marketing 545 381 955 687

Network and processing 260 224 493 431

Professional fees 238 173 446 316

Depreciation and amortization 333 305 659 587

General and administrative 450 419 965 900

Litigation provision 329 1,000 1,037 1,044

Total operating expenses 3,996 4,159 8,160 7,435

Operating income 7,234 5,435 13,971 11,669

Non-operating Income (Expense)

Interest expense (178) (158) (372) (340)

Investment income (expense) and other 118 161 301 309

Total non-operating income (expense) (60) 3 (71) (31)

Income before income taxes 7,174 5,438 13,900 11,638

Income tax provision 1,153 861 2,026 1,942

Net income $ 6,021 $ 4,577 $ 11,874 $ 9,696

Basic Earnings Per Share

Class A common stock $ 3.15 $ 2.32 $ 6.18 $ 4.90

Class B-1 common stock $ 4.87 $ 3.63 $ 9.58 $ 7.68

Class B-2 common stock $ 4.75 $ 3.58 $ 9.36 $ 7.57

Class C common stock $ 12.58 $ 9.29 $ 24.71 $ 19.62

Basic Weighted-average Shares Outstanding

Class A common stock 1,674 1,721 1,681 1,725

Class B-1 common stock 5 5 5 5

Class B-2 common stock 120 120 120 120

Class C common stock 9 9 9 9

Diluted Earnings Per Share

Class A common stock $ 3.14 $ 2.32 $ 6.17 $ 4.90

Class B-1 common stock $ 4.87 $ 3.63 $ 9.57 $ 7.67

Class B-2 common stock $ 4.74 $ 3.58 $ 9.35 $ 7.56

Class C common stock $ 12.57 $ 9.27 $ 24.68 $ 19.59

Diluted Weighted-average Shares Outstanding

Class A common stock 1,916 1,974 1,924 1,979

Class B-1 common stock 5 5 5 5

Class B-2 common stock 120 120 120 120

Class C common stock 9 9 9 9

Visa Consolidated Statements of Cash Flows (unaudited)

Six Months Ended

March 31,

2026 2025

(in millions)

Operating Activities

Net income $ 11,874 $ 9,696

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Client incentives 8,514 7,531

Share-based compensation 506 483

Depreciation and amortization 659 587

Deferred income taxes 18 (86)

VE territory covered losses (28) (24)

(Gains) losses on equity investments, net 22 98

Other 22 65

Change in operating assets and liabilities:

Settlement receivable 2,038 132

Accounts receivable (237) (156)

Client incentives (7,762) (7,190)

Other assets (1,851) (400)

Accounts payable (25) (45)

Settlement payable (1,696) (155)

Accrued and other liabilities (214) (796)

Accrued litigation (2,052) 351

Net cash provided by (used in) operating activities 9,788 10,091

Investing Activities

Purchases of property, equipment and technology (761) (672)

Purchases of investment securities (50) —

Proceeds from maturities and sales of investment securities 1,025 2,268

Acquisitions, net of cash, cash equivalents, restricted cash and restricted cash equivalents acquired (705) (887)

Purchases of other investments (28) (24)

Other investing activities 2 (25)

Net cash provided by (used in) investing activities (517) 660

Financing Activities

Repurchases of class A common stock (11,625) (8,607)

Repayments of debt (4,000) —

Dividends paid (2,579) (2,334)

Proceeds from issuance of senior notes 2,995 —

Proceeds from stock issued under equity plans 133 246

Taxes paid related to stock issued under equity plans (268) (242)

Other financing activities (52) (198)

Net cash provided by (used in) financing activities (15,396) (11,135)

Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents

(156) (243)

Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents

(6,281) (627)

Cash, cash equivalents, restricted cash and restricted cash equivalents as of beginning of period

24,987 19,763

Cash, cash equivalents, restricted cash and restricted cash equivalents as of end of period

$ 18,706 $ 19,136

Supplemental Disclosure

Cash paid for income taxes, net(1)

$ 3,984 $ 3,055

Interest payments on debt $ 261 $ 261

Accruals related to purchases of property, equipment and technology $ 125 $ 60

(1) For the six months ended March 31, 2026 and 2025, the amount includes cash paid for federal transferable tax credits of $1.8 billion and $1.3 billion, respectively.

Visa Quarterly Results of Operations (unaudited)

Fiscal 2026 Quarter Ended Fiscal 2025 Quarter Ended

March 31,

2026 December 31,

2025 September 30,

2025 June 30,

2025 March 31,

2025

(in millions)

Net revenue $ 11,230 $ 10,901 $ 10,724 $ 10,172 $ 9,594

Operating Expenses

Personnel 1,841 1,764 1,742 1,749 1,657

Marketing 545 410 576 421 381

Network and processing 260 233 239 224 224

Professional fees 238 208 256 187 173

Depreciation and amortization 333 326 316 317 305

General and administrative 450 515 544 482 419

Litigation provision 329 708 903 615 1,000

Total operating expenses 3,996 4,164 4,576 3,995 4,159

Operating income 7,234 6,737 6,148 6,177 5,435

Non-operating Income (Expense)

Interest expense (178) (194) (210) (39) (158)

Investment income (expense) and other 118 183 285 195 161

Total non-operating income (expense) (60) (11) 75 156 3

Income before income taxes 7,174 6,726 6,223 6,333 5,438

Income tax provision 1,153 873 1,133 1,061 861

Net income $ 6,021 $ 5,853 $ 5,090 $ 5,272 $ 4,577

Visa Non-GAAP Financial Measures (unaudited)

We use non-GAAP financial measures of our performance which exclude certain items which we believe are not representative of our continuing operations, as they may be non-recurring or have no cash impact, and may distort our longer-term operating trends. Constant-dollar financial measures are calculated by using a fixed current year U.S. dollar/foreign currency exchange rate for each local currency for the current and prior year periods, which eliminates the impact of foreign currency transactions in measuring financial performance. We consider non-GAAP measures useful to investors because they provide greater transparency into management’s view and assessment of our ongoing operating performance. Non-GAAP financial measures should not be relied upon as substitutes for, or considered in isolation from, measures calculated in accordance with GAAP.

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

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

•Amortization of acquired intangible assets. Amortization of acquired intangible assets consists of amortization of intangible assets such as technology and customer relationships acquired in connection with business combinations executed beginning in fiscal 2019. Amortization charges for our acquired intangible assets are non-cash and are significantly affected by the timing, frequency and size of our acquisitions, rather than our core operations. As such, we have excluded this amount to facilitate an evaluation of our current operating performance and comparison to our past operating performance.

•Acquisition-related costs. Acquisition-related costs consist primarily of one-time transaction and integration costs associated with our business combinations. These costs include professional fees, technology integration fees, restructuring activities and other direct costs related to the purchase and integration of acquired entities. These costs also include retention equity and deferred compensation when they are agreed upon as part of the purchase price of the transaction but are required to be recognized as expense post-combination. We have excluded these amounts as the expenses are recognized for a limited duration and do not reflect the underlying performance of our business.

•Litigation provision. Litigation provision includes significant accruals related to certain 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). Litigation provision associated with these matters can vary significantly based on the facts and circumstances related to each matter and do not correlate to the underlying performance of our business. For the three and six months ended March 31, 2026 and 2025, we have excluded these amounts to facilitate a comparison to our past operating performance.

•Deferred tax benefit. For the six months ended March 31, 2026, we recorded a deferred tax benefit within income tax provision due to a change in the U.S. taxation of certain foreign earnings. We have excluded this one-time non-cash benefit as it is not representative of our ongoing operations.

•Severance costs. For the six months ended March 31, 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.

•Lease consolidation costs. For the six months ended March 31, 2025, we recorded a charge within general and administrative expense associated with the consolidation of certain leased office spaces. We have excluded this amount as it does not reflect the underlying performance of our business.

Visa Non-GAAP Financial Measures (unaudited) - continued

The following tables reconcile our GAAP to non-GAAP financial measures included in this release:

Three Months Ended March 31, 2026

Operating

Expenses Non-

operating

Income

(Expense)

Income

Tax

Provision(1)

Effective

Income

Tax Rate(2)

Net

Income

Diluted

Earnings Per Share(2)

(in millions, except percentages and per share data)

GAAP $ 3,996 $ (60) $ 1,153 16.1 % $ 6,021 $ 3.14

(Gains) losses on equity investments, net — 15 3 12 0.01

Amortization of acquired intangible assets (50) — 13 37 0.02

Acquisition-related costs (36) — 6 30 0.02

Litigation provision (311) — 69 242 0.13

Non-GAAP $ 3,599 $ (45) $ 1,244 16.4 % $ 6,342 $ 3.31

Six Months Ended March 31, 2026

Operating

Expenses Non-

operating

Income

(Expense)

Income

Tax

Provision(1)

Effective

Income

Tax Rate(2)

Net

Income

Diluted

Earnings Per Share(2)

(in millions, except percentages and per share data)

GAAP $ 8,160 $ (71) $ 2,026 14.6 % $ 11,874 $ 6.17

(Gains) losses on equity investments, net — 22 5 17 0.01

Amortization of acquired intangible assets (104) — 27 77 0.04

Acquisition-related costs (48) — 7 41 0.02

Litigation provision (1,018) — 228 790 0.41

Deferred tax benefit — — 333 (333) (0.17)

Non-GAAP $ 6,990 $ (49) $ 2,626 17.4 % $ 12,466 $ 6.48

Three Months Ended March 31, 2025

Operating

Expenses Non-

operating

Income

(Expense)

Income

Tax

Provision(1)

Effective

Income

Tax Rate(2)

Net

Income

Diluted

Earnings Per Share(2)

(in millions, except percentages and per share data)

GAAP $ 4,159 $ 3 $ 861 15.8 % $ 4,577 $ 2.32

(Gains) losses on equity investments, net — 23 5 18 0.01

Amortization of acquired intangible assets (64) — 16 48 0.02

Acquisition-related costs (32) — 3 29 0.02

Litigation provision (992) — 222 770 0.39

Non-GAAP $ 3,071 $ 26 $ 1,107 16.9 % $ 5,442 $ 2.76

Visa Non-GAAP Financial Measures (unaudited) - continued

Six Months Ended March 31, 2025

Operating

Expenses Non-

operating

Income

(Expense)

Income

Tax

Provision(1)

Effective

Income

Tax Rate(2)

Net

Income

Diluted

Earnings Per Share(2)

(in millions, except percentages and per share data)

GAAP $ 7,435 $ (31) $ 1,942 16.7 % $ 9,696 $ 4.90

(Gains) losses on equity investments, net — 98 22 76 0.04

Amortization of acquired intangible assets (110) — 27 83 0.04

Acquisition-related costs (66) — 5 61 0.03

Severance costs (213) — 45 168 0.08

Lease consolidation costs (39) — 9 30 0.02

Litigation provision (1,019) — 228 791 0.40

Non-GAAP $ 5,988 $ 67 $ 2,278 17.3 % $ 10,905 $ 5.51

(1)Determined by applying applicable tax rates.

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

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