VISA INC.

Previous wording

(2)For a reconciliation of our GAAP to non-GAAP financial results, see tables in Non-GAAP financial results below.

Current wording

(2)For a reconciliation of our GAAP to non-GAAP financial measures, see tables in Non-GAAP Financial Measures below.

Previous wording

Highlights. For the three months ended December 31, 2025, net revenue increased 15% over the prior-year comparable period, primarily due to the growth in nominal cross-border volume, processed transactions and nominal payments volume, partially offset by higher client incentives. See Results of Operations—Net Revenue below for further discussion. For the three months ended December 31, 2025, exchange rate movements increased our net revenue growth by approximately one percentage point.

Current wording

Highlights. For the three and six months ended March 31, 2026, net revenue increased 17% and 16% over the prior-year comparable periods, respectively, primarily due to the growth in nominal cross-border volume, nominal payments volume and processed transactions, partially offset by higher client incentives. See Results of Operations—Net Revenue below for further discussion. For the three and six months ended March 31, 2026, exchange rate movements increased our net revenue growth by approximately one percentage point.

Previous wording

For the three months ended December 31, 2025, operating expenses increased 27% over the prior-year comparable period, primarily driven by higher litigation provision. See Results of Operations—Operating Expenses below for further discussion. For the three months ended December 31, 2025, exchange rate movements increased our operating expense growth by approximately one-and-a-half percentage points.

Current wording

For the three months ended March 31, 2026, operating expenses decreased 4% over the prior-year comparable period, primarily driven by lower litigation provision, partially offset by higher personnel and marketing expenses. For the six months ended March 31, 2026, operating expenses increased 10% over the prior-year comparable period, primarily driven by higher marketing, personnel and professional fees. See Results of Operations—Operating Expenses below for further discussion. For the three and six months ended March 31, 2026, exchange rate movements negatively impacted our operating expense growth by approximately two percentage points.

Previous wording

For the three months ended December 31, 2025, non-GAAP operating expenses increased 16% over the prior-year comparable period, primarily driven by higher personnel, marketing, and general and administrative expenses.

Current wording

For the three and six months ended March 31, 2026, non-GAAP operating expenses increased 17% over the prior-year comparable periods, primarily driven by higher personnel, marketing and professional fees.

Previous wording

Interchange multidistrict litigation. For the three months ended December 31, 2025, we recorded an additional accrual of $707 million to address claims associated with the interchange multidistrict litigation. We also made a deposit of $500 million into the U. S. litigation escrow account. The additional accrual related to the interchange multidistrict litigation could be higher or lower than the deposit made into the U.S. litigation escrow account. See Note 4—U.S. and Europe Retrospective Responsibility Plans and Note 14—Legal Matters to our unaudited consolidated financial statements.

Current wording

Interchange multidistrict litigation. For the six months ended March 31, 2026, we recorded additional accruals of $894 million to address claims associated with the interchange multidistrict litigation. We also made deposits of $625 million into the U. S. litigation escrow account. The additional accruals related to the interchange multidistrict litigation could be higher or lower than the deposits made into the U.S. litigation escrow account. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 15—Legal Matters to our unaudited consolidated financial statements.

Previous wording

Common stock repurchases. For the three months ended December 31, 2025, we repurchased 11 million shares of our class A common stock in the open market for $3.8 billion. As of December 31, 2025, our share repurchase program had remaining authorized funds of $21.1 billion. See Note 10—Stockholders’ Equity to our unaudited consolidated financial statements.

Current wording

Common stock repurchases. For the six months ended March 31, 2026, we repurchased 36 million shares of our class A common stock in the open market for $11.7 billion. As of March 31, 2026, our share repurchase program had remaining authorized funds of $13.2 billion. In April 2026, our board of directors authorized a new $20.0 billion share repurchase program, providing multi-year flexibility. See Note 11—Stockholders’ Equity to our unaudited consolidated financial statements.

Previous wording

Payments volume and processed transactions. Payments volume is the primary driver for our service revenue, and the number of processed transactions is the primary driver for our data processing revenue.

Current wording

Payments volume is the primary driver for our service revenue, and the number of processed transactions is the primary driver for our data processing revenue.

Previous wording

(1)Service revenue in a given quarter is primarily assessed based on nominal payments volume in the prior quarter. Therefore, service revenue reported for the three months ended December 31, 2025 and 2024, respectively, was based on nominal payments volume reported by our financial institution clients for the three months ended September 30, 2025 and 2024, respectively. On occasion, previously presented volume information may be updated. Prior period updates are not material.

Current wording

(1)Service revenue in a given quarter is primarily assessed based on nominal payments volume in the prior quarter. Therefore, service revenue reported for the three and six months ended March 31, 2026 and 2025, respectively, was based on nominal payments volume reported by our financial institution clients for the three and six months ended December 31, 2025 and 2024, respectively. On occasion, previously presented volume information may be updated. Prior period updates are not material.

Previous wording

Our net revenue is impacted by the overall strengthening or weakening of the U.S. dollar as payments volume and related revenue denominated in local currencies are converted to U.S. dollars. For the three months ended December 31, 2025, exchange rate movements increased our net revenue growth by approximately one percentage point.

Current wording

Our net revenue is impacted by the overall strengthening or weakening of the U.S. dollar as payments volume and related revenue denominated in local currencies are converted to U.S. dollars. For the three and six months ended March 31, 2026, exchange rate movements increased our net revenue growth by approximately one percentage point. Foreign exchange rate movements and volatility have contributed to periodic variability in our results, and may continue to do so in the future.

Previous wording

•Service revenue increased over the three-month prior-year comparable period primarily due to growth in nominal payments volume of 9%, select pricing modifications and growth in card benefits.

Current wording

•Service revenue increased over the three and six-month prior-year comparable periods primarily due to growth in nominal payments volume of 10%, select pricing modifications and growth in card benefits.

Previous wording

•Data processing revenue increased over the three-month prior-year comparable period primarily due to growth in processed transactions of 9%, select pricing modifications, growth in value-added services and higher cross-border transaction mix.

Current wording

•Data processing revenue increased over the three and six-month prior-year comparable periods primarily due to growth in processed transactions of 9%, select pricing modifications, growth in value-added services and higher cross-border transaction mix.

Previous wording

•International transaction revenue increased over the three-month prior-year comparable period primarily due to growth in nominal cross-border volume of 15%, excluding transactions within Europe, partially offset by lower volatility of a broad range of currencies and business mix.

Current wording

•International transaction revenue increased over the three and six-month prior-year comparable periods primarily due to growth in nominal cross-border volume of 17% and 16%, respectively, excluding transactions within Europe, partially offset by business mix and lower volatility of a broad range of currencies.

Previous wording

•Other revenue increased over the three-month prior-year comparable period primarily due to growth in Advisory and Other Services and select pricing modifications.

Current wording

•Other revenue increased over the three and six-month prior-year comparable periods primarily due to growth in Advisory and Other Services and select pricing modifications.

Previous wording

•Client incentives increased over the three-month prior-year comparable period primarily due to growth in payments volume. The amount of client incentives we record in future periods will vary based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts.

Current wording

•Client incentives increased over the three and six-month prior-year comparable periods primarily due to growth in payments volume. The amount of client incentives we record in future periods will vary based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts.

Previous wording

For the three months ended December 31, 2025 and 2024, revenue from value-added services was $3.2 billion and $2.4 billion, respectively. Value-added services revenue increased 32% over the three-month prior-year comparable period primarily due to growth in Issuing Solutions, Acceptance Solutions and Advisory and Other Services.

Current wording

For the three months ended March 31, 2026 and 2025, revenue from value-added services was $3.3 billion and $2.6 billion, respectively. For the six months ended March 31, 2026 and 2025, revenue from value-added services was $6.5 billion and $5.0 billion, respectively. Value-added services revenue increased 29% and 31% over the three and six-month prior-year comparable periods, respectively, primarily due to growth in Issuing Solutions, Advisory and Other Services and Acceptance Solutions.

Previous wording

•Personnel expenses decreased over the three-month prior-year comparable period primarily due to severance costs in the prior year to realign our organizational structure, partially offset by a higher number of employees and compensation focused on areas that will drive higher long-term growth, including acquisitions.

Current wording

•Personnel expenses increased over the three and six-month prior-year comparable periods primarily due to a higher number of employees and compensation focused on areas that will drive higher long-term growth, including acquisitions. The increase during the six months ended March 31, 2026 was partially offset by severance costs in the prior year to realign our organizational structure.

Previous wording

•Marketing expenses increased over the three-month prior-year comparable period primarily due to higher spending in various campaigns, including for client marketing and the FIFA World Cup 2026 TM.

Current wording

•Marketing expenses increased over the three and six-month prior-year comparable periods primarily due to higher spending for client marketing and various campaigns, both driven in part by the Olympic and Paralympic Winter Games Milano Cortina 2026 and the FIFA World Cup 2026 TM.

Previous wording

•Professional fees increased over the three-month prior-year comparable period primarily due to higher legal fees and higher expenses associated with client engagements.

Current wording

•Professional fees increased over the three and six-month prior-year comparable periods primarily due to higher expenses associated with client engagements, costs incurred in the current period in connection with our acquisition of Prisma and Newpay, and higher legal fees.

Previous wording

•Litigation provision increased over the three-month prior-year comparable period primarily due to higher accruals related to the U.S. covered litigation. See Note 14—Legal Matters to our unaudited consolidated financial statements.

Current wording

•Litigation provision decreased over the three and six-month prior-year comparable periods primarily due to lower accruals related to the U.S. covered litigation, partially offset by higher accruals related to uncovered legal matters. See Note 15—Legal Matters to our unaudited consolidated financial statements.

Previous wording

•Investment income (expense) and other increased over the three-month prior-year comparable period primarily due to lower losses on our equity investments, partially offset by lower interest income on our cash and investments.

Current wording

•Investment income (expense) and other decreased over the three and six-month prior-year comparable periods primarily due to lower interest income on our cash and investments, partially offset by lower losses on our equity investments.

Previous wording

The effective income tax rate decreased over the three-month prior-year comparable period primarily due to a $333 million deferred tax benefit recognized due to a change in the U.S. taxation of certain foreign earnings.

Current wording

•For the six months ended March 31, 2026, a $333 million deferred tax benefit due to a change in the U.S. taxation of certain foreign earnings; and

Previous wording

Non-GAAP financial results. 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. We consider non-GAAP measures useful to investors because they provide greater transparency into management’s view and assessment of our ongoing operating performance.

Current wording

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. We consider non-GAAP measures useful to investors because they provide greater transparency into management’s view and assessment of our ongoing operating performance.

Previous wording

•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 months ended December 31, 2025 and 2024, we have excluded these amounts to facilitate a comparison to our past operating performance.

Current wording

•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.

Previous wording

Under the U.S. retrospective responsibility plan, we recover the monetary liabilities related to the U.S. covered litigation through a downward adjustment to the rate at which shares of our class B-1 and class B-2 common stock ultimately convert into shares of class A common stock. For the three months ended December 31, 2025, basic and diluted earnings per class A common stock was unchanged as a result of the downward adjustments of the class B-1 and B-2 common stock conversion rates during the period. For the three months ended December 31, 2024, there was no conversion rate adjustment. See Note 4—U.S. and Europe Retrospective Responsibility Plans and Note 14—Legal Matters to our unaudited consolidated financial statements.

Current wording

Under the U.S. retrospective responsibility plan, we recover the monetary liabilities related to the U.S. covered litigation through a downward adjustment to the rate at which shares of our class B-1 and class B-2 common stock ultimately convert into shares of class A common stock. For the three and six months ended March 31, 2026 and 2025, basic and diluted earnings per class A common stock was unchanged, as a result of the downward adjustments of the class B-1 and B-2 common stock conversion rates during the periods. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 15—Legal Matters to our unaudited consolidated financial statements.

Previous wording

•Deferred tax benefit. For the three months ended December 31, 2025, 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.

Current wording

•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.

Previous wording

•Severance costs. For the three months ended December 31, 2024, 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.

Current wording

•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.

Previous wording

•Lease consolidation costs. For the three months ended December 31, 2024, 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.

Current wording

•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.

Previous wording

Operating activities. Cash provided by operating activities increased over the three-month prior-year comparable period primarily due to growth in our underlying business.

Current wording

Operating activities. Cash provided by operating activities decreased over the six-month prior-year comparable period primarily due to higher litigation payments, timing of payments related to income taxes and higher incentive payments, partially offset by growth in our underlying business.

Previous wording

Investing activities. Cash provided by investing activities decreased over the three-month prior-year comparable period primarily due to lower proceeds from maturities and sales of investment securities, partially offset by the absence of cash paid for acquisitions.

Current wording

Investing activities. Cash used in investing activities increased over the six-month prior-year comparable period primarily due to lower proceeds from maturities and sales of investment securities.

Previous wording

Financing activities. Cash used in financing activities increased over the three-month prior-year comparable period primarily due to the principal debt repayment upon maturity of our senior notes due December 2025.

Current wording

Financing activities. Cash used in financing activities increased over the six-month prior-year comparable period primarily due to the principal debt repayment upon maturity of senior notes due December 2025 and higher share repurchases, partially offset by proceeds received from the issuance of senior notes.

Previous wording

Common stock repurchases. For the three months ended December 31, 2025, we repurchased shares of our class A common stock in the open market for $3.8 billion. As of December 31, 2025, our share repurchase program had remaining authorized funds of $21.1 billion. See Note 10—Stockholders’ Equity to our unaudited consolidated financial statements.

Current wording

Common stock repurchases. For the six months ended March 31, 2026, we repurchased shares of our class A common stock in the open market for $11.7 billion. As of March 31, 2026, our share repurchase program had remaining authorized funds of $13.2 billion. In April 2026, our board of directors authorized a new $20.0 billion share repurchase program, providing multi-year flexibility. See Note 11—Stockholders’ Equity to our unaudited consolidated financial statements.

Previous wording

Dividends. For the three months ended December 31, 2025, we declared and paid $1.3 billion in dividends to holders of our common and preferred stock. On January 27, 2026, our 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). We expect to continue paying quarterly dividends in cash, subject to approval by the board of directors. See Note 10—Stockholders’ Equity to our unaudited consolidated financial statements.

Current wording

Dividends. For the six months ended March 31, 2026, we declared and paid $2.6 billion in dividends to holders of our common and preferred stock. On April 28, 2026, our 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). We expect to continue paying quarterly dividends in cash, subject to approval by the board of directors. See Note 11—Stockholders’ Equity to our unaudited consolidated financial statements.

Previous wording

Senior notes. During the three months ended December 31, 2025, we repaid $4.0 billion of principal upon maturity of our senior notes due December 2025. A principal payment on our senior notes of €1.4 billion ($1.6 billion) is due in June 2026 for which we have sufficient liquidity. See Note 7—Debt to our unaudited consolidated financial statements.

Current wording

Senior notes. During the six months ended March 31, 2026, we repaid $4.0 billion of principal upon maturity of our senior notes due December 2025. A principal payment on our senior notes of €1.4 billion ($1.6 billion) is due in June 2026 for which we have sufficient liquidity. See Note 8—Debt to our unaudited consolidated financial statements.

Previous wording

Litigation. For the three months ended December 31, 2025, we deposited $500 million into the U.S. litigation escrow account to address claims associated with the interchange multidistrict litigation. The balance of this account as of December 31, 2025 was $3.3 billion and is reflected as restricted cash in our consolidated balance sheets. See Note 4—U.S. and Europe Retrospective Responsibility Plans and Note 14—Legal Matters to our unaudited consolidated financial statements.

Current wording

Litigation. For the six months ended March 31, 2026, we deposited $625 million into the U.S. litigation escrow account to address claims associated with the interchange multidistrict litigation. The balance of this account as of March 31, 2026 was $665 million and is reflected as restricted cash equivalents in our consolidated balance sheets. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 15—Legal Matters to our unaudited consolidated financial statements.

Previous wording

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, which provides improvements to income tax disclosures. This standard requires disaggregated information related to the effective tax rate reconciliation as well as information on income taxes paid. This ASU is effective for our annual periods beginning October 1, 2025, and requires prospective application with the option to apply the standard retrospectively. We are currently evaluating the impact of the ASU on our disclosures.

Current wording

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, which provides improvements to income tax disclosures. This standard requires disaggregated information related to the effective tax rate reconciliation as well as information on income taxes paid. This ASU is effective for our annual periods beginning October 1, 2025, and requires prospective application with the option to apply the standard retrospectively. The adoption of this ASU is expected to result in additional disclosures.