VISA INC.

VISA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Summary of Significant Accounting Policies

Organization. Visa Inc., together with its subsidiaries (Visa or the Company), is a global payments technology company that facilitates secure, reliable and efficient global commerce and money movement. 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. Visa is not a financial institution and does not issue cards, extend credit or set rates and fees for account holders of Visa products. In most cases, account holder and seller relationships belong to, and are managed by, Visa’s financial institution clients.

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

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

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

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

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

Note 2—Revenue

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

For the three months ended December 31, 2025 and 2024, revenue from value-added services was $3.2 billion and $2.4 billion, respectively. Revenue from value-added services is recognized within data processing, other and service revenue.

As of December 31, 2025 and September 30, 2025, deferred revenue was $1.9 billion and $1.7 billion, respectively. Deferred revenue is recorded in accrued liabilities on the consolidated balance sheets.

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

Note 3—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

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

Note 4—U.S. and Europe Retrospective Responsibility Plans

U.S. Retrospective Responsibility Plan

Under the terms of the U.S. retrospective responsibility plan, the Company maintains an escrow account from which settlements of, or judgments in, certain litigation (U.S. covered litigation) are paid. The accrual related to the U.S. covered litigation could be either higher or lower than the U.S. litigation escrow account balance. See Note 14—Legal Matters.

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

(1)These payments are associated with the interchange multidistrict litigation. See Note 14—Legal Matters.

Europe Retrospective Responsibility Plan

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

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

(1)VE territory covered losses reflect litigation provision for settlements with merchants and additional legal costs. See Note 14—Legal Matters.

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

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

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

(2)As of December 31, 2025, the as-converted value of preferred stock is calculated as the product of: (a)2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b)0.5960 and 0.7170, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $350.71, Visa’s class A common stock closing stock price.

(3)As of September 30, 2025, the as-converted value of preferred stock is calculated as the product of: (a)2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b)0.6690 and 0.7640, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $341.38, Visa’s class A common stock closing stock price.

Note 5—Fair Value Measurements and Investments

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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

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

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

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

The stated maturities of debt securities were as follows:

Equity Securities

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

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

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

Other Fair Value Disclosures

Debt. Debt instruments are measured at amortized cost on the Company’s consolidated balance sheets. The fair value of the debt instruments, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, instruments. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy. As of December 31, 2025, the carrying value and estimated fair value of debt was $21.2 billion and $19.4 billion, respectively. As of September 30, 2025, the carrying value and estimated fair value of debt was $25.2 billion and $23.3 billion, respectively.

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

Non-financial assets. Certain non-financial assets such as goodwill, intangible assets and property, equipment and technology are subject to non-recurring fair value measurements if they are deemed to be impaired. The Company performed an annual impairment review of its indefinite-lived intangible assets and goodwill as of February 1, 2025, and concluded there wasno impairment as of that date. No recent events or changes in circumstances indicated that impairment existed as of December 31, 2025.

Note 6—Leases

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

Note 7—Debt

The Company had outstanding debt as follows:

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

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

Senior Notes

During the three months ended December 31, 2025, the Company repaid $4.0 billion of principal upon maturity of its senior notes due December 2025.

Note 8—Settlement Guarantee Management

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

The Company’s settlement exposure is limited to the amount of unsettled Visa payment transactions at any point in time, which vary significantly day to day. For the three months ended December 31, 2025, the Company’s maximum daily settlement exposure was $168.6 billion and the average daily settlement exposure was $98.4 billion. To mitigate the risk of settlement exposure, the Company has various forms of collateral including restricted cash, letters of credit, guarantees, pledged securities and beneficial rights to trust assets. As of December 31, 2025 and September 30, 2025, the Company had total collateral of $8.8 billion for both periods.

Note 9—Segment Information

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

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

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

Note 10—Stockholders’ Equity

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

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

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

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

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

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

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

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

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

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

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

(2)Figures in the table may not recalculate exactly due to rounding. Average repurchase cost per share and total cost are calculated based on unrounded numbers and include applicable taxes. As of December 31, 2025 and 2024, shares repurchased in the open market include unsettled repurchases of $40 million and $70 million, respectively.

In April 2025, the Company’s board of directors authorized a $30.0 billion share repurchase program, providing multi-year flexibility. This authorization has no expiration date. As of December 31, 2025, the Company’s share repurchase program had remaining authorized funds of $21.1 billion. All share repurchase programs authorized prior to April 2025 have been completed.

Dividends. For the three months ended December 31, 2025 and 2024, the Company declared and paid dividends of $1.3 billion and $1.2 billion, respectively. On January 27, 2026, the Company’s board of directors declared a quarterly cash dividend of $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 March 2, 2026 to all holders of record as of February 10, 2026.

Note 11—Earnings Per Share

The following tables present earnings per share:

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

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

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

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

Note 12—Share-based Compensation

The following table presents the equity awards granted to employees and non-employee directors under the amended and restated 2007 Equity Incentive Compensation Plan (EIP) for the three months ended December 31, 2025:

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

For the three months ended December 31, 2025 and 2024, the Company recorded share-based compensation cost related to the EIP of $221 million and $215 million, respectively.

Note 13—Income Taxes

For the three months ended December 31, 2025 and 2024, the effective income tax rates were 13% and 17%, respectively. For the three months ended December 31, 2025, a $333 million deferred tax benefit was recognized due to a change in the U.S. taxation of certain foreign earnings.

For the three months ended December 31, 2025, the Company’s gross unrecognized tax benefits increased $13 million and the Company’s net unrecognized tax benefits increased $11 million. The change in unrecognized tax benefits is related to various tax positions across several jurisdictions.

For fiscal 2016 through 2018, the Internal Revenue Service completed its examination of the Company’s U.S. federal income tax returns. The Company is filing an appeal due to an unresolved issue related to certain income tax deductions.

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

Note 14—Legal Matters

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

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

The following table summarizes the activity related to accrued litigation:

Accrual Summary—U.S. Covered Litigation

Visa Inc., Visa U.S.A. and Visa International are parties to certain legal proceedings that are covered by the U.S. retrospective responsibility plan, which the Company refers to as the U.S. covered litigation. An accrual for the U.S. covered litigation and a charge to the litigation provision are recorded when a loss is deemed to be probable and reasonably estimable. In making this determination, the Company evaluates available information, including but not limited to actions taken by the Company’s litigation committee. The total accrual related to the U.S. covered litigation could be either higher or lower than the escrow account balance. See further discussion below under U.S. Covered Litigationand Note 4—U.S. and Europe Retrospective Responsibility Plans.

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

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

Accrual Summary—VE Territory Covered Litigation

Visa Inc., Visa International and Visa Europe are parties to certain legal proceedings that are covered by the Europe retrospective responsibility plan. Unlike the U.S. retrospective responsibility plan, the Europe retrospective responsibility plan does not have an escrow account that is used to fund settlements or judgments. The Company is entitled to recover VE territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock. An accrual for the VE territory covered losses and a reduction to stockholders’ equity will be recorded when the loss is deemed to be probable and reasonably estimable. See further discussion below under VE Territory Covered Litigation and Note 4—U.S. and Europe Retrospective Responsibility Plans.

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

U.S. Covered Litigation

Interchange Multidistrict Litigation (MDL) - Class Actions

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

Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions

Visa has reached settlements with a number of merchants representing approximately 87% of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs.

VE Territory Covered Litigation

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

Other Litigation

U.S. Securities Class Action

On December 10, 2025, the court granted Visa’s motion to dismiss the amended complaint with leave to amend, and denied the motion to strike as moot. On January 9, 2026, plaintiff filed a second amended complaint, and Visa filed a motion to dismiss on January 23, 2026.

Debit Surcharge Class Action

On December 12, 2025, the court granted Visa’s motion to dismiss the amended complaint without further leave to amend. Plaintiff appealed but subsequently dismissed its appeal.

U.S. ATM Access Fee Litigation

On December 18, 2025, plaintiffs in Burke filed a motion for preliminary approval of the class settlement with Visa and Mastercard.

MiCamp Solutions

On December 11, 2025, the court granted Visa’s motion to dismiss and dismissed plaintiffs’ case without further leave to amend.

German ATM Litigation

Several of Visa’s jurisdictional challenges are pending in the German Federal Court of Justice.