VISA INC.

Previous 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.

Current wording

Highlights. For the three and nine months ended June 30, 2026, net revenue increased 14% and 15%, respectively, over the prior-year comparable periods, 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 nine months ended June 30, 2026, exchange rate movements increased our net revenue growth by approximately one percentage point.

Previous 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.

Current wording

For the three and nine months ended June 30, 2026, operating expenses increased 19% and 13%, respectively, over the prior-year comparable periods, primarily driven by higher personnel expenses. The increase over the nine-month prior-year comparable period was also driven by higher marketing expenses. See Results of Operations—Operating Expenses below for further discussion. For the three and nine months ended June 30, 2026, exchange rate movements increased our operating expense growth by approximately one percentage point and one-and-a-half percentage points, respectively.

Previous 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.

Current wording

For the three and nine months ended June 30, 2026, non-GAAP operating expenses increased 17% over the prior-year comparable periods, primarily driven by higher marketing and personnel expenses.

Previous 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.

Current wording

Interchange multidistrict litigation. For the nine months ended June 30, 2026, we recorded additional accruals of $1.1 billion to address claims associated with the interchange multidistrict litigation. We also made deposits of $875 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 16—Legal Matters to our unaudited consolidated financial statements.

Previous 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.

Current wording

Common stock repurchases. In April 2026, our board of directors authorized a $20.0 billion share repurchase program, providing multi-year flexibility. For the nine months ended June 30, 2026, we repurchased 50 million shares of our class A common stock in the open market for $16.5 billion. As of June 30, 2026, our share repurchase programs had remaining authorized funds of $28.4 billion. See Note 11—Stockholders’ Equity to our unaudited consolidated financial statements.

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 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.

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 nine months ended June 30, 2026 and 2025, respectively, was based on nominal payments volume reported by our financial institution clients for the three and nine months ended March 31, 2026 and 2025, respectively. On occasion, previously presented volume information may be updated. Prior period updates are not material.

Previous wording

Net revenue increased over the three and six-month prior-year comparable periods primarily due to the growth in nominal cross-border volume, nominal payments volume and processed transactions, partially offset by higher client incentives. Volume growth was driven primarily by continued resilience in consumer spending and ongoing expansion in digital commerce. Cross-border volume growth was supported by cross-border ecommerce and travel-related activity. Nominal payments volume growth of 10% was supported by broad-based growth across both credit and debit spending, with ecommerce continuing to grow faster than face-to-face spend. We expect that the ongoing shift toward digital commerce and electronic payments will continue; however, the extent to which these trends support volume increases will depend on a number of factors, including consumer spending levels and broader macroeconomic conditions.

Current wording

Net revenue increased over the three and nine-month prior-year comparable periods primarily due to the growth in nominal cross-border volume, nominal payments volume and processed transactions, partially offset by higher client incentives. Volume growth was driven primarily by continued resilience in consumer spending and ongoing expansion in digital commerce. Cross-border volume growth was supported by cross-border ecommerce and travel-related activity. For the three and nine months ended June 30, 2026, nominal payments volume growth of

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 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.

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 nine months ended June 30, 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 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.

Current wording

•Service revenue increased over the three and nine-month prior-year comparable periods primarily due to growth in nominal payments volume of 11% and 10%, respectively, select pricing modifications and growth in card benefits.

Previous 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.

Current wording

•Data processing revenue increased over the three and nine-month prior-year comparable periods primarily due to growth in processed transactions of 10% and 9%, respectively, select pricing modifications, growth in value-added services and higher cross-border transaction mix.

Previous 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.

Current wording

•International transaction revenue increased over the three and nine-month prior-year comparable periods primarily due to growth in nominal cross-border volume of 14% and 15%, respectively, excluding transactions within Europe, partially offset by lower volatility of a broad range of currencies and business mix.

Previous 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.

Current wording

•Other revenue increased over the three and nine-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 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.

Current wording

•Client incentives increased over the three and nine-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 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.

Current wording

For the three months ended June 30, 2026 and 2025, revenue from value-added services was $3.8 billion and $2.8 billion, respectively. For the nine months ended June 30, 2026 and 2025, revenue from value-added services was $10.3 billion and $7.8 billion, respectively. Value-added services revenue increased 33% and 32% over the three and nine-month prior-year comparable periods, respectively, primarily due to growth in Issuing Solutions, Acceptance Solutions and Advisory and Other Services.

Previous wording

Growth in value-added services revenue over the three and six-month prior-year comparable periods was primarily due to underlying business drivers, which included client consulting and marketing engagements, processed transactions and number and mix of payment credentials; and pricing. Client consulting engagements increased 32% and 35% over the three and six-month prior-year comparable periods, respectively, and demand for marketing services increased primarily due to sponsorship events, including the FIFA World Cup 2026 TM and the Olympic and Paralympic Winter Games Milano Cortina 2026. Processed transactions increased 9% over the three and six-month prior-year comparable periods, and payment credentials increased 6% over the prior-year comparable period.(1)

Current wording

Growth in value-added services revenue over the three and nine-month prior-year comparable periods was primarily due to underlying business drivers, which included client consulting and marketing engagements, processed transactions and number and mix of payment credentials; and pricing. Client consulting engagements increased approximately 30% over the three and nine-month prior-year comparable periods. Demand for marketing services increased over the three and nine-month prior-year comparable periods primarily due to sponsorship events, including the FIFA World Cup 2026 TM in each period and the Olympic and Paralympic Winter Games Milano

Previous 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.

Current wording

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

Previous 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.

Current wording

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

Previous 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.

Current wording

•Litigation provision decreased over the three and nine-month prior-year comparable periods primarily due to lower accruals related to the U.S. covered litigation. See Note 16—Legal Matters to our unaudited consolidated financial statements.

Previous 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.

Current wording

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

Previous wording

The effective income tax rates for the three and six-month prior-year comparable periods differ primarily due to the following:

Current wording

The effective income tax rates for the three and nine-month prior-year comparable periods differ primarily due to the following:

Previous 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

Current wording

•For the three and nine months ended June 30, 2026, a deferred tax benefit of $18 million and $351 million, respectively, due to a change in the U.S. taxation of certain foreign earnings;

Previous wording

•For the three and six months ended March 31, 2026, a $217 million tax benefit as a result of a tax position taken on certain expenses;

Current wording

•For the nine months ended June 30, 2026, a $217 million tax benefit as a result of a tax position taken on certain expenses;

Previous wording

•For the three and six months ended March 31, 2025, a $222 million tax benefit as a result of a tax position taken on certain expenses, partially offset by a $71 million tax expense related to the resolution of a tax matter.

Current wording

•For the nine months ended June 30, 2025, a $222 million tax benefit as a result of a tax position taken on certain expenses, partially offset by a $71 million tax expense related to the resolution of a tax matter.

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 and six months ended March 31, 2026 and 2025, 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 nine months ended June 30, 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 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.

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, B-2 and B-3 common stock ultimately convert into shares of class A common stock. For the three and nine months ended June 30, 2026, basic and diluted earnings per class A common stock was unchanged, as a result of the downward adjustments of the class B-1, B-2 and B-3 common stock conversion rates during the periods. For the three months ended June 30, 2025, there was no conversion rate adjustment. For the nine months ended June 30, 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. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 16—Legal Matters to our unaudited consolidated financial statements.

Previous 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.

Current wording

•Deferred tax benefit. For the three and nine months ended June 30, 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

•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.

Current wording

•Lease consolidation costs. For the nine months ended June 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.

Previous 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.

Current wording

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

Previous 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.

Current wording

Investing activities. Cash used in investing activities increased over the nine-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 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.

Current wording

Financing activities. Cash used in financing activities increased over the nine-month prior-year comparable period primarily due to the principal debt repayments upon maturity of senior notes, higher share repurchases and lower proceeds from the issuance of senior notes, partially offset by proceeds from the issuance of commercial paper, net of repayments.

Previous 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.

Current wording

Common stock repurchases. For the nine months ended June 30, 2026, we repurchased 50 million shares of our class A common stock in the open market for $16.5 billion. As of June 30, 2026, our share repurchase programs had remaining authorized funds of $28.4 billion. See Note 11—Stockholders’ Equity to our unaudited consolidated financial statements.

Previous 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.

Current wording

Dividends. For the nine months ended June 30, 2026, we declared and paid $3.9 billion in dividends to holders of our common and preferred stock. On July 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 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.

Current wording

Senior notes. During the nine months ended June 30, 2026, we repaid $5.6 billion of principal upon maturity of our senior notes. A principal payment on our senior notes of $1.5 billion is due in April 2027 for which we have sufficient liquidity. See Note 8—Debt to our unaudited consolidated financial statements.

Previous 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.

Current wording

Litigation. For the nine months ended June 30, 2026, we deposited $875 million into the U.S. litigation escrow account to address claims associated with the interchange multidistrict litigation. The balance of this account as of June 30, 2026 was $888 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 16—Legal Matters to our unaudited consolidated financial statements.

Previous wording

We indemnify our issuing and acquiring clients for settlement losses suffered due to the failure of any other client to fund its settlement obligations in accordance with our operating rules. The amount of the indemnification is limited to the amount of unsettled Visa payment transactions at any point in time. We maintain and regularly review global settlement risk policies and procedures to manage settlement risk, which may require clients to post collateral if certain credit standards are not met. Recent regulatory developments in Brazil, including enhanced requirements for payment scheme operators like Visa, may increase our settlement-related risks and residual exposure.

Current wording

We indemnify our issuing and acquiring clients for settlement losses suffered due to the failure of any other client to fund its settlement obligations in accordance with our operating rules. The amount of the indemnification is limited to the amount of unsettled Visa payment transactions at any point in time. We maintain and regularly review global settlement risk policies and procedures to manage settlement risk, which may require clients to post collateral if certain credit standards are not met. In response to recent regulatory developments in Brazil mandating enhanced requirements for payments networks like Visa, we have submitted to the Central Bank of Brazil enhanced operating rule provisions, which reflect the impacts of the stricter regulatory standard and will require us to extend settlement guarantees to sellers. When our new rules are approved, we expect that our settlement exposure will increase, and as such, are reassessing our collateral requirements and risk mitigation framework.

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. The adoption of this ASU is expected to result in additional 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 we expect to adopt this ASU on a prospective basis. The adoption of this ASU is expected to result in additional disclosures.