Visa Inc. announced that its Board of Directors authorized a successive exchange offer for outstanding Class B-1 and Class B-2 common stock, contingent upon the resolution of U.S. covered litigation claims falling below 50% of the October 1, 2023 levels. The Company expects the litigation conditions to be met following anticipated dismissals within the next several weeks.
Key takeaways
Visa's Board authorized a successive exchange offer for Class B-1 and Class B-2 common stock on February 13, 2026.
The exchange offer is conditioned on unresolved claims for damages in U.S. covered litigation falling below 50% of the estimated interchange reimbursement fees as of October 1, 2023.
Estimated interchange reimbursement fees at issue were approximately $49.6 billion as of October 1, 2023, and approximately $39.4 billion as of October 1, 2025.
The Company expects the 50% reduction condition to be met upon the dismissal of claims in 7-Eleven, Inc., et al., v. Visa Inc., et al., expected within the next several weeks.
Holders of Class B-1 and Class B-2 common stock would exchange shares for a combination of Class B-3 common stock and freely transferable Class C common stock.