Form 8-K

8-K — VISA INC.

Accession: 0001403161-26-000126

Filed: 2026-10-27

Period: 2026-10-27

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-20261027.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (q42026earningsrelease.htm)

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8-K

8-K (Primary)

Filename: v-20261027.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): October 27, 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) 432-7644

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

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 October 27, 2026, Visa Inc. (the "Company") issued an earnings release announcing financial results for the Company's fiscal fourth quarter and full-year ended September 30, 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 October 27, 2026, the Company will host a conference call to discuss its fiscal fourth quarter and full-year 2026 financial results.

Item 8.01 Other Events.

On October 27, 2026, the Company’s board of directors declared a quarterly cash dividend in the amount of $0.780 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 1, 2026, to all holders of record as of November 10, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number Description

99.1

Earnings Release of Visa Inc., dated October 27, 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:

October 27, 2026

By:

/s/ Chris Suh

Chris Suh

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: q42026earningsrelease.htm · Sequence: 2

Document

Visa Reports Fiscal Fourth Quarter and Full-Year 2026 Results

San Francisco, October 27, 2026 – Visa (NYSE: V)

Fiscal Fourth Quarter Results:

•GAAP net income of $6.0B or $3.19 per share and non-GAAP net income of $6.6B or $3.48 per share

•Net revenue of $12.1B, an increase of 13% on a nominal and constant-dollar basis

Fiscal Full-Year Results:

•GAAP net income of $23.5B or $12.32 per share and non-GAAP net income of $25.3B or $13.27 per share

•Net revenue of $45.9B, an increase of 15%, or 14% on a constant-dollar basis

Other Highlights:

•Fiscal fourth quarter growth in payments volume, cross-border volume and processed transactions remained strong

•Share repurchases and dividends of $5.2B and $25.6B for fiscal fourth quarter and full-year, respectively

•The board of directors increased Visa's quarterly cash dividend 16% to $0.780 per share

Income Statement Summary

In billions, except percentages and per share data. % change is calculated over the comparable prior-year period. Q4 2026 Full-Year 2026

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

USD % Change USD % Change

Net Revenue

$12.1 13% $45.9 15%

"Visa delivered a milestone year. We achieved record net revenue of $46 billion, up 15%, the strongest growth in over 15 years excluding the post-pandemic recovery and acquisitions. In 2026, we also demonstrated that whenever technology changes commerce, we move with it, we anticipate what’s next, and we enable its growth as the leading hyperscaler of payments globally. The foundation of all of this is trust, which Visa brings with our scale, our network and our products. As we look to 2027 and beyond, trust is the next growth vector for Visa.”

GAAP Net Income

$6.0 18% $23.5 17%

GAAP Earnings Per Share

$3.19 22% $12.32 21%

Non-GAAP Net Income(1)

$6.6 13% $25.3 12%

Non-GAAP Earnings Per Share(1)

$3.48 17% $13.27 16%

(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 Q4 2026 Full-Year 2026

Payments Volume 9% 9%

Cross-Border Volume Excluding Intra-Europe(2)

14% 12%

Cross-Border Volume Total 14% 13%

Processed Transactions 10% 9%

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

Fiscal Fourth Quarter 2026 — Financial Highlights

GAAP net income in the fiscal fourth quarter was $6.0 billion or $3.19 per share, an increase of 18% and 22%, respectively, over prior year’s results. Current year's results included special items of $469 million for a litigation provision associated with the interchange multidistrict litigation ("MDL") case, $282 million related to the donation of investments to the Visa Foundation, and $37 million for a deferred tax expense recognized due to a change in the U.S. taxation of certain foreign earnings. Current year's results also included $155 million of net gains from equity investments and $75 million from the amortization of acquired intangible assets and acquisition-related costs. Prior year's results included a special item of $899 million for a litigation provision associated with the MDL case and other legal matters, $46 million of net gains from equity investments and $66 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 $6.6 billion or $3.48 per share, an increase of 13% and 17%, respectively, over prior year’s results (refer to Non-GAAP Financial Measures for further details). GAAP earnings per share growth was approximately 22% 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 17% on a constant-dollar basis. All references to earnings per share assume fully diluted class A share count.

Net revenue in the fiscal fourth quarter was $12.1 billion, an increase of 13%, driven by the year-over-year growth in payments volume, cross-border volume and processed transactions. Net revenue increased 13% on a constant-dollar basis.

Payments volume for the three months ended June 30, 2026, on which fiscal fourth quarter service revenue is recognized, increased 10% over the prior year on a constant-dollar basis.

Payments volume for the three months ended September 30, 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 September 30, 2026, increased 14% on a constant-dollar basis over the prior year. Total cross-border volume on a constant-dollar basis increased 14% over the prior year.

Total processed transactions, which represent transactions processed by Visa, for the three months ended September 30, 2026, were 74.2 billion, a 10% increase over the prior year.

Fiscal fourth quarter service revenue was $5.3 billion, an increase of 14% 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 16% over the prior year to $6.2 billion. International transaction revenue grew 8% over the prior year to $4.1 billion. Other revenue of $1.6 billion rose 40% over the prior year. Client incentives were $5.1 billion, up 21% over the prior year.

GAAP operating expenses were $4.9 billion for the fiscal fourth quarter, a 7% increase over the prior year's results, primarily driven by an increase in general and administrative expenses. 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 12% over the prior year, primarily driven by increases in marketing and personnel expenses.

GAAP non-operating income was $98 million for the fiscal fourth quarter, including $155 million of net equity investment gains. Excluding this item, non-GAAP non-operating expense was $57 million.

GAAP effective income tax rate was 18.5% for the quarter ended September 30, 2026. Excluding the special item related to the deferred tax expense and the related tax impacts from the non-GAAP items, the non-GAAP effective income tax rate was 18.4% for the quarter ended September 30, 2026.

Cash, cash equivalents and investment securities were $14.2 billion at September 30, 2026.

The weighted-average number of diluted shares of class A common stock outstanding was 1.88 billion for the quarter ended September 30, 2026.

Fiscal Full-Year 2026 — Financial Highlights

GAAP net income in the fiscal full-year 2026 was $23.5 billion or $12.32 per share, an increase of 17% and 21%, respectively, over prior year’s results. Current year’s results included special items of $1.7 billion for a litigation provision associated with the MDL case and other legal matters, $563 million for severance costs, $314 million for a deferred tax benefit recognized due to a change in the U.S. taxation of certain foreign earnings, and $282 million related to the donation of investments to the Visa Foundation. Current year's results also included $124 million of net gains from equity investments and $305 million from the amortization of acquired intangible assets and acquisition-related costs. Prior year’s results included special items of $2.5 billion for a litigation provision associated with the MDL case and other legal matters, $213 million for severance costs, and $39 million for lease consolidation costs. Prior year's results also included $87 million of net losses from equity investments and $315 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 year was $25.3 billion or $13.27 per share, an increase of 12% and 16%, respectively, over prior year’s results (refer to Non-GAAP Financial Measures for further details). GAAP earnings per share growth was approximately 20% 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 15% on a constant-dollar basis. All references to earnings per share assume fully diluted class A share count.

Net revenue in the fiscal full-year 2026 was $45.9 billion, an increase of 15%, driven by the year-over-year growth in payments volume, cross-border volume and processed transactions. Net revenue increased 14% on a constant-dollar basis.

Payments volume for the twelve months ended September 30, 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 twelve months ended September 30, 2026, increased 12% on a constant-dollar basis over the prior year. Total cross-border volume on a constant-dollar basis increased 13% over the prior year.

Total processed transactions, which represent transactions processed by Visa, for the twelve months ended September 30, 2026, were 281.3 billion, a 9% increase over the prior year.

Fiscal full-year 2026 service revenue was $19.9 billion, an increase of 14% over the prior year. Data processing revenue rose 17% over the prior year to $23.4 billion. International transaction revenue grew 8% over the prior year to $15.3 billion. Other revenue of $5.7 billion rose 40% over the prior year. Client incentives were $18.3 billion, up 16% over the prior year.

GAAP operating expenses were $17.8 billion for the fiscal full-year 2026, an 11% increase over the prior year's results, primarily driven by increases in personnel and marketing expenses. 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 16% over the prior year, primarily driven by increases in personnel and marketing expenses.

GAAP non-operating expense was $17 million for the fiscal full-year 2026, including $124 million of net equity investment gains. Excluding this item, non-GAAP non-operating expense was $141 million.

GAAP effective income tax rate was 16.3% for the fiscal full-year 2026. Excluding the special item related to the deferred tax benefit and the related tax impacts from the non-GAAP items, the non-GAAP effective income tax rate was 17.9% for the fiscal full-year ended September 30, 2026.

The weighted-average number of diluted shares of class A common stock outstanding was 1.91 billion for the fiscal full-year ended September 30, 2026.

Other Notable Items

On August 3, 2026, Visa announced it signed a definitive agreement to acquire BioCatch, a leading provider of behavioral-first, multi-signal fraud intelligence, for $2.4 billion in cash. The transaction is subject to customary closing conditions, including applicable regulatory approvals, and is expected to close by the end of the fiscal second quarter of 2027.

On September 18, 2026, Visa deposited $405 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, class B-2 common stock and class B-3 common stock share counts at a volume-weighted average price of $366.81.

During the three months ended September 30, 2026, Visa repurchased approximately 11 million shares of class A common stock at an average cost of $369.12 per share for $4.0 billion. In the twelve months ended September 30, 2026, Visa repurchased a total of approximately 61 million shares of class A common stock at an average cost of $335.49 per share for $20.5 billion. The Company had $24.4 billion of remaining authorized funds for share repurchases as of September 30, 2026.

On October 27, 2026, the board of directors declared an increase to Visa's quarterly cash dividend to $0.780 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 1, 2026, to all holders of record as of November 10, 2026.

Fiscal Fourth Quarter and Full-Year 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, and financial outlook. 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, B-3 (class B) 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 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 Fourth Quarter and Full-Year 2026 — Financial Summary

INCOME STATEMENT SUMMARY

Three Months Ended

September 30, 2026 Twelve Months Ended

September 30, 2026

USD YoY Change USD YoY Change

(in millions, except percentages and per share data)

GAAP

Revenue

Service revenue $ 5,255 14 % $ 19,918 14 %

Data processing revenue 6,245 16 % 23,374 17 %

International transaction revenue 4,115 8 % 15,251 8 %

Other revenue 1,647 40 % 5,677 40 %

Client incentives (5,123) 21 % (18,317) 16 %

Net revenue $ 12,139 13 % $ 45,903 15 %

Total operating expenses $ 4,877 7 % $ 17,793 11 %

Non-operating income (expense) 98 32 % (17) (108 %)

Effective income tax rate 18.5 % 0 ppt 16.3 % (1 ppt)

Net income $ 6,002 18 % $ 23,504 17 %

Earnings per share $ 3.19 22 % $ 12.32 21 %

Non-GAAP(1)

Total operating expenses $ 4,051 12 % $ 14,919 16 %

Non-operating income (expense) (57) (294 %) (141) (149 %)

Effective income tax rate 18.4 % 0 ppt 17.9 % 0 ppt

Net income $ 6,552 13 % $ 25,314 12 %

Earnings per share $ 3.48 17 % $ 13.27 16 %

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

KEY BUSINESS DRIVERS

Three Months Ended

September 30, 2026 Twelve Months Ended

September 30, 2026

YoY increase / (decrease) Constant Nominal Constant Nominal

Payments volume 9% 9% 9% 10%

Cross-border volume excluding intra-Europe(2)

14% 14% 12% 15%

Cross-border volume total 14% 13% 13% 16%

Processed transactions 10% 10% 9% 9%

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

Visa Consolidated Balance Sheets (unaudited)

September 30,

2026 September 30,

2025

(in millions, except per share data)

Assets

Cash and cash equivalents $ 12,938 $ 17,164

Restricted cash equivalents—U.S. litigation escrow 628 2,990

Investment securities 1,145 1,833

Settlement receivable 2,029 4,191

Accounts receivable 3,749 3,126

Customer collateral 4,349 3,625

Current portion of client incentives 2,492 2,158

Prepaid expenses and other current assets 3,156 2,679

Total current assets 30,486 37,766

Investment securities 94 999

Client incentives 6,098 5,157

Property, equipment and technology, net 5,066 4,236

Goodwill 20,801 19,879

Intangible assets, net 27,370 27,646

Other assets 4,445 3,944

Total assets $ 94,360 $ 99,627

Liabilities

Accounts payable $ 606 $ 555

Settlement payable 2,861 4,568

Customer collateral 4,349 3,625

Accrued compensation and benefits 2,391 1,863

Client incentives 12,150 10,369

Accrued liabilities 5,525 5,466

Current maturities of debt 2,716 5,569

Accrued litigation 990 3,033

Total current liabilities 31,588 35,048

Long-term debt 19,355 19,602

Deferred tax liabilities 5,184 5,549

Other liabilities 2,122 1,519

Total liabilities 58,249 61,718

Equity

Preferred stock and additional paid in-capital, $0.0001 par value, 5 shares issued and outstanding as of September 30, 2026 and 2025

507 745

Common stock and additional paid in-capital, $0.0001 par value:

Class A common stock, 1,728 and 1,691 shares issued and outstanding as of September 30, 2026 and 2025, respectively

— —

Class B-1, B-2 and B-3 total common stock, 63 and 125 shares issued and outstanding as of September 30, 2026 and 2025, respectively

— —

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

— —

Additional paid-in capital 22,343 21,934

Right to recover for covered losses (119) (124)

Accumulated income 13,632 15,106

Accumulated other comprehensive income (loss):

Available-for-sale debt securities 1 12

Defined benefit pension and other postretirement plans (27) (32)

Cash flow hedges (135) (307)

Foreign currency translation adjustments (91) 575

Total accumulated other comprehensive income (loss) (252) 248

Total equity 36,111 37,909

Total liabilities and equity $ 94,360 $ 99,627

Visa Consolidated Statements of Operations (unaudited)

Three Months Ended

September 30, Twelve Months Ended

September 30,

2026 2025 2026 2025

(in millions, except per share data)

Net revenue $ 12,139 $ 10,724 $ 45,903 $ 40,000

Operating Expenses

Personnel 1,871 1,742 7,934 6,961

Marketing 711 576 2,315 1,684

Network and processing 293 239 1,066 894

Professional fees 322 256 1,014 759

Depreciation and amortization 377 316 1,403 1,220

General and administrative 829 544 2,297 1,926

Litigation provision 474 903 1,764 2,562

Total operating expenses 4,877 4,576 17,793 16,006

Operating income 7,262 6,148 28,110 23,994

Non-operating Income (Expense)

Interest expense (192) (210) (758) (589)

Investment income (expense) and other 290 285 741 789

Total non-operating income (expense) 98 75 (17) 200

Income before income taxes 7,360 6,223 28,093 24,194

Income tax provision 1,358 1,133 4,589 4,136

Net income $ 6,002 $ 5,090 $ 23,504 $ 20,058

Basic Earnings Per Share

Class A common stock $ 3.19 $ 2.62 $ 12.34 $ 10.22

Class B-1 common stock $ 4.93 $ 4.09 $ 19.12 $ 15.97

Class B-2 common stock $ 4.79 $ 4.02 $ 18.68 $ 15.72

Class B-3 common stock(1)

$ 4.77 $ — $ 18.48 $ —

Class C common stock $ 12.77 $ 10.48 $ 49.35 $ 40.87

Basic Weighted-average Shares Outstanding

Class A common stock 1,719 1,696 1,689 1,714

Class B-1 common stock 2 5 4 5

Class B-2 common stock — 120 73 120

Class B-3 common stock(1)

61 — 24 —

Class C common stock 13 9 12 9

Diluted Earnings Per Share

Class A common stock $ 3.19 $ 2.62 $ 12.32 $ 10.20

Class B-1 common stock $ 4.92 $ 4.08 $ 19.10 $ 15.95

Class B-2 common stock $ 4.78 $ 4.01 $ 18.66 $ 15.70

Class B-3 common stock(1)

$ 4.76 $ — $ 18.46 $ —

Class C common stock $ 12.76 $ 10.47 $ 49.30 $ 40.82

Diluted Weighted-average Shares Outstanding

Class A common stock 1,882 1,945 1,907 1,966

Class B-1 common stock 2 5 4 5

Class B-2 common stock — 120 73 120

Class B-3 common stock(1)

61 — 24 —

Class C common stock 13 9 12 9

(1) No shares of class B-3 common stock were outstanding prior to the class B-1 and B-2 common stock exchange offer in May 2026.

Visa Consolidated Statements of Cash Flows (unaudited)

Twelve Months Ended

September 30,

2026 2025

(in millions)

Operating Activities

Net income $ 23,504 $ 20,058

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

Client incentives 18,317 15,751

Share-based compensation 928 897

Depreciation and amortization 1,403 1,220

Deferred income taxes (631) 152

VE territory covered losses (116) (28)

(Gains) losses on equity investments, net (124) 87

Other 306 94

Change in operating assets and liabilities:

Settlement receivable 2,115 374

Accounts receivable (587) (542)

Client incentives (17,705) (15,314)

Other assets (582) 160

Accounts payable 1 67

Settlement payable (1,833) (847)

Accrued and other liabilities 772 (373)

Accrued litigation (2,040) 1,303

Net cash provided by (used in) operating activities 23,728 23,059

Investing Activities

Purchases of property, equipment and technology (1,671) (1,482)

Purchases of investment securities (50) —

Proceeds from maturities and sales of investment securities 1,565 3,024

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

Purchases of other investments (158) (68)

Other investing activities 25 121

Net cash provided by (used in) investing activities (994) 708

Financing Activities

Repurchases of class A common stock (20,451) (18,316)

Dividends paid (5,112) (4,634)

Proceeds from stock issued under equity plans 304 396

Taxes paid related to stock issued under equity plans (289) (281)

Repayments of senior notes (5,565) —

Proceeds from issuance of senior notes 2,995 3,924

Other financing activities (123) (52)

Net cash provided by (used in) financing activities (28,241) (18,963)

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

(362) 420

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

(5,869) 5,224

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

$ 19,118 $ 24,987

Supplemental Disclosure

Cash paid for income taxes, net(1)

$ 5,684 $ 4,541

Interest payments on debt $ 720 $ 587

Charitable contributions of investments to the Visa Foundation $ 282 $ —

Accruals related to purchases of property, equipment and technology $ 187 $ 59

(1) For each of the twelve months ended September 30, 2026 and 2025, the amount includes cash paid for clean energy tax credits of $1.9 billion.

Visa Quarterly Results of Operations (unaudited)

Fiscal 2026 Quarter Ended Fiscal 2025 Quarter Ended

September 30,

2026 June 30,

2026 March 31,

2026 December 31,

2025 September 30,

2025

(in millions)

Net revenue $ 12,139 $ 11,633 $ 11,230 $ 10,901 $ 10,724

Operating Expenses

Personnel 1,871 2,458 1,841 1,764 1,742

Marketing 711 649 545 410 576

Network and processing 293 280 260 233 239

Professional fees 322 246 238 208 256

Depreciation and amortization 377 367 333 326 316

General and administrative 829 503 450 515 544

Litigation provision 474 253 329 708 903

Total operating expenses 4,877 4,756 3,996 4,164 4,576

Operating income 7,262 6,877 7,234 6,737 6,148

Non-operating Income (Expense)

Interest expense (192) (194) (178) (194) (210)

Investment income (expense) and other 290 150 118 183 285

Total non-operating income (expense) 98 (44) (60) (11) 75

Income before income taxes 7,360 6,833 7,174 6,726 6,223

Income tax provision 1,358 1,205 1,153 873 1,133

Net income $ 6,002 $ 5,628 $ 6,021 $ 5,853 $ 5,090

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 twelve months ended September 30, 2026 and 2025, we have excluded these amounts to facilitate a comparison to our past operating performance.

•Deferred tax benefit (expense). For the three and twelve months ended September 30, 2026, we recorded a deferred tax adjustment 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 amount as it is not representative of our ongoing operations.

•Severance costs. For the twelve months ended September 30, 2026 and 2025, we recorded severance costs within personnel expense resulting from actions taken to drive operational efficiencies and reinvest in high-growth opportunities. These amounts have been excluded as they are not representative of our ongoing operations.

•Charitable contributions. For the three and twelve months ended September 30, 2026, we donated investments to the Visa Foundation and recognized non-cash general and administrative expenses. We have excluded these amounts as they do not reflect the underlying performance of our business.

•Lease consolidation costs. For the twelve months ended September 30, 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 September 30, 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 $ 4,877 $ 98 $ 1,358 18.5 % $ 6,002 $ 3.19

(Gains) losses on equity investments, net — (155) (34) (121) (0.06)

Amortization of acquired intangible assets (61) — 19 42 0.02

Acquisition-related costs (14) — 2 12 0.01

Litigation provision (469) — 104 365 0.19

Deferred tax benefit (expense) — — (37) 37 0.02

Charitable contributions (282) — 67 215 0.11

Non-GAAP $ 4,051 $ (57) $ 1,479 18.4 % $ 6,552 $ 3.48

Twelve Months Ended September 30, 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 $ 17,793 $ (17) $ 4,589 16.3 % $ 23,504 $ 12.32

(Gains) losses on equity investments, net — (124) (27) (97) (0.05)

Amortization of acquired intangible assets (229) — 66 163 0.09

Acquisition-related costs (76) — 9 67 0.04

Litigation provision (1,724) — 386 1,338 0.70

Deferred tax benefit (expense) — — 314 (314) (0.16)

Severance costs (563) — 125 438 0.23

Charitable contributions (282) — 67 215 0.11

Non-GAAP $ 14,919 $ (141) $ 5,529 17.9 % $ 25,314 $ 13.27

Three Months Ended September 30, 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 $ 4,576 $ 75 $ 1,133 18.2 % $ 5,090 $ 2.62

(Gains) losses on equity investments, net — (46) (10) (36) (0.02)

Amortization of acquired intangible assets (54) — 13 41 0.02

Acquisition-related costs (12) — 1 11 0.01

Litigation provision (899) — 202 697 0.36

Non-GAAP $ 3,611 $ 29 $ 1,339 18.8 % $ 5,803 $ 2.98

Visa Non-GAAP Financial Measures (unaudited) - continued

Twelve Months Ended September 30, 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 $ 16,006 $ 200 $ 4,136 17.1 % $ 20,058 $ 10.20

(Gains) losses on equity investments, net — 87 19 68 0.03

Amortization of acquired intangible assets (218) — 54 164 0.08

Acquisition-related costs (97) — 7 90 0.05

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

(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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