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VISA INC.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Nov 5, 2026

V$422.65+0.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2025-09-30; filed 2025-11-06.

0001403161-25-000089

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2026-09-30; filed 2026-11-05.

0001403161-26-000134

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 133 previous paragraphs and 141 current paragraphs.

55 unchanged; 65 reworded; 20 added; 10 removed; 3 previous and 1 current paragraphs rearranged.

Tables are not compared: 13 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (20)

Current report

Acquisitions. In August 2026, we entered into a definitive agreement to acquire BioCatch, a leading provider of behavioral-first, multi-signal fraud intelligence, for $2.4 billion in cash. This acquisition is subject to customary closing conditions, including applicable regulatory approvals.

Current report

In February 2026, we acquired Prisma Medios de Pago S.A.U. (Prisma) and Newpay S.A.U. (Newpay) in Argentina for a total purchase consideration of $1.5 billion in cash. See Note 2—Acquisitions to our consolidated financial statements included in Item 8 of this report.

Current report

Class B-1 and B-2 common stock exchange offer. In May 2026, we accepted 3 million shares of class B-1 common stock and 120 million shares of class B-2 common stock tendered in the exchange offer. In exchange for the shares of class B-1 and B-2 common stock that were retired, we issued 61 million shares of class B-3 common stock and 23 million shares of class C common stock. See Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report.

Current report

Net revenue increased in fiscal 2026 over the prior year primarily due to the growth in nominal cross-border volume, processed transactions and nominal payments volume, 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 report

Growth across the value-added services portfolios in fiscal 2026 over the prior year was primarily driven by increases in underlying business drivers, including client consulting and marketing engagements, processed transactions and number and mix of payment credentials; and pricing. Client consulting engagements increased approximately 30% over the prior year. Demand for marketing services increased over the prior year 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% and payment credentials increased 6% over the prior year.(2)

Current report

(2) Growth is calculated based on payment credentials as of June 30, 2026 and 2025 as reported by our financial institution clients.

Current report

•Personnel expenses increased in fiscal 2026 over the prior year primarily due to a higher number employees and compensation costs, including from acquisitions, and higher severance costs resulting from actions taken to drive operational efficiencies and reinvest in high-growth opportunities.

Current report

•during fiscal 2026, a deferred tax benefit of $314 million due to a change in the U.S. taxation of certain foreign earnings; and

Current report

•during fiscal 2026 and 2025, tax benefits of $284 million and $263 million, respectively, related to certain legal settlements.

Current report

The Organization for Economic Cooperation and Development (OECD) issued administrative guidance regarding the implementation of a 15% global minimum tax, which various jurisdictions have enacted or are in the process of enacting. In fiscal 2026, we recorded a provision for global minimum taxes, primarily related to Singapore. The impact on our effective tax rate was largely offset by foreign tax credit benefits across jurisdictions.

Current report

In fiscal 2026, the OECD introduced a side-by-side safe harbor that, if elected and implemented in applicable local jurisdictions, provides qualifying U.S. parented groups relief from certain provisions of the global minimum tax rules. The safe harbor does not eliminate local minimum taxes applicable to foreign subsidiaries. We continue to monitor legislative and administrative developments and assess the potential tax impact on future years.

Current report

We exclude the following from our GAAP financial results to arrive at our non-GAAP financial results:

Current report

•Deferred tax benefit (expense). During fiscal 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.

Current report

•Severance costs. During fiscal 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.

Current report

Acquisitions. In August 2026, we entered into a definitive agreement to acquire BioCatch, a leading provider of behavioral-first, multi-signal fraud intelligence, for $2.4 billion in cash. This acquisition is subject to customary closing conditions, including applicable regulatory approvals.

Current report

The Central Bank of Brazil has adopted regulations applicable to payment networks like Visa that impose enhanced prudential requirements, including requirements that would obligate Visa to absorb certain settlement related losses for certain transactions involving sellers in Brazil when settlement failures occur and our risk mitigation measures do not fully protect against the resulting exposure. The evolving regulatory landscape and the new regulatory framework create additional risk, uncertainty and operational challenges for Visa. In response to these regulations, we have submitted to the Central Bank of Brazil enhanced operating rule provisions, which, when approved, are expected to increase our settlement exposure and related collateral requirements. We are updating our processes and risk management protocols to comply with these requirements and mitigate our exposure.

Current report

Assumptions and judgment. Our estimates may change as a result of changes in tax laws or interpretations, actual or forecasted operating results by jurisdiction, or other facts and circumstances. In assessing the realizability of deferred tax assets, we record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized based on available evidence. We also exercise judgment in evaluating uncertain tax positions, including the expected outcomes of examinations and other proceedings with taxing authorities.
Removed paragraphs (10)

Previous report

Acquisition. In December 2024, we acquired Featurespace Limited (Featurespace), a developer of real-time artificial intelligence payments protection technology that helps prevent and mitigate payments fraud and financial crime risks, for a purchase consideration of $946 million. See Note 2—Acquisitions to our consolidated financial statements included in Item 8 of this report.

Previous report

•Severance costs. During fiscal 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 report

•Personnel expenses increased in fiscal 2025 over the prior year primarily due to a higher number of employees and compensation focused on areas that will drive higher long-term growth, including acquisitions. In addition, the increase in fiscal 2025 over the prior year was due to severance costs in the current year to realign our organizational structure.

Previous report

•Depreciation and amortization expenses increased in fiscal 2025 over the prior year primarily due to additional amortization and depreciation from our on-going investments and acquisitions.

Previous report

•during fiscal 2025, a $263 million tax benefit as a result of a tax position taken on certain expenses; and

Previous report

•during fiscal 2024, a $223 million tax benefit as a result of the conclusion of audits.

Previous report

The Organization for Economic Cooperation and Development (OECD) published administrative guidance around the implementation of a 15% global minimum tax (Pillar Two). Various OECD member countries have either enacted or are in the process of enacting Pillar Two legislation. While there was no material tax impact in fiscal 2025, we are monitoring developments and evaluating the potential impact of Pillar Two on future years.

Previous report

In July 2025, U.S. tax legislation was enacted that includes, among other provisions, the allowance of accelerated tax deductions for qualified property and research expenditures, as well as changes in various international provisions. The changes are applicable to Visa with effective dates ranging from January 2025 through fiscal 2027. The legislation did not have a material tax impact in fiscal 2025, and we do not expect a material tax impact in future years, though we will continue to evaluate the provisions as additional guidance becomes available.

Previous report

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.

Previous report

Assumptions and judgment. We have various tax filing positions with regard to the timing and amount of income, including the allocation of income among various tax jurisdictions, deductions and credits, based on our interpretation of tax laws. We record a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. We also inventory, evaluate and measure all uncertain tax positions taken or expected to be taken on tax returns and record liabilities for the amount of such positions that in our judgment may not be sustained, or may only be partially sustained, upon examination by the relevant taxing authorities. Our assessment may change based on various factors including changes in facts or circumstances, changes in tax law, and audit activity.
Reworded paragraphs (65)

Previous wording

Visa is a global payments technology company that facilitates secure, reliable and efficient global commerce and money movement. We provide transaction processing services (primarily authorization, clearing and settlement) among consumers, issuing and acquiring financial institutions and sellers. We are focused on extending, enhancing and investing in our 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. We do not issue cards, extend credit or set rates and fees for account holders of Visa products.

Current wording

Visa is a global payments technology company that facilitates secure, reliable and efficient global commerce and money movement. We provide transaction processing services (primarily authorization, clearing and settlement) among consumers, issuing and acquiring financial institutions and sellers. We are focused on extending, enhancing and investing in our 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. We do not issue cards, extend credit or set rates and fees for account holders of Visa card products.

Previous wording

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

Current wording

(2)For further details and a reconciliation of the GAAP to non-GAAP financial measures presented, see tables in Non-GAAP Financial Measures below.

Previous wording

Highlights for fiscal 2025. Net revenue increased 11% over the prior year, primarily due to the growth in processed transactions, nominal cross-border volume, and nominal payments volume, partially offset by higher client incentives. See Results of Operations—Net Revenue below for further discussion. Exchange rate movements did not have a material impact on net revenue growth.

Current wording

Highlights for fiscal 2026. Net revenue increased 15% over the prior year, 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. Exchange rate movements increased our net revenue growth by approximately one percentage point.

Previous wording

GAAP operating expenses increased 30% over the prior year, primarily driven by higher litigation provision and personnel expenses. See Results of Operations—Operating Expenses below for further discussion. Exchange rate movements did not have a material impact on operating expenses growth.

Current wording

Operating expenses increased 11% over the prior year, primarily driven by higher personnel and marketing expenses. See Results of Operations—Operating Expenses below for further discussion. Exchange rate movements increased our operating expenses growth by approximately one percentage point.

Previous wording

Non-GAAP operating expenses increased 11% over the prior year, primarily driven by higher personnel, general and administrative, and depreciation and amortization expenses.

Current wording

Non-GAAP operating expenses increased 16% over the prior year, primarily driven by higher personnel, marketing and professional fees.

Previous wording

Continued resolution in the interchange multidistrict litigation will be considered by our board of directors with regards to successive exchange offers for class B common stock. Visa may, but is under no obligation to, conduct a successive exchange offer for class B common stock if (i) one year has passed since the initial exchange offer for the next preceding class of class B common stock; and (ii) if the estimated interchange reimbursement fees at issue in unresolved claims for damages in the U.S. covered litigation have been reduced by 50% or more since the consummation of the prior exchange offer (or in the case of the first successive exchange offer, since October 1, 2023), as determined by Visa. The estimated interchange reimbursement fees at issue in unresolved claims for damages in the U.S. covered litigation was approximately $49.6 billion as of October 1, 2023 and was approximately $39.4 billion(1)as of October 1, 2025.

Current wording

Visa may, but is under no obligation to, conduct a successive exchange offer if (i) one year has passed since the exchange offer completed in May 2026; and (ii) the estimated interchange reimbursement fees at issue in unresolved claims for damages in the U.S. covered litigation have been reduced by 50% or more since the consummation of the exchange offer in May 2026, as determined by Visa. The estimated interchange reimbursement fees at issue in unresolved claims for damages in the U.S. covered litigation was approximately $17.4 billion(1) as of May 11, 2026 and was approximately $15.9 billion(1)as of October 1, 2026.

Previous wording

Senior notes. In May 2025, we issued Euro-denominated fixed-rate senior notes in a public offering in an aggregate principal amount of €3.5 billion ($3.9 billion), with maturities ranging between 3 and 19 years. See Note 10—Debt to our consolidated financial statements included in Item 8 of this report.

Current wording

Senior notes. In February 2026, we issued fixed-rate senior notes in a public offering in an aggregate principal amount of $3.0 billion, with maturities ranging between 3 and 10 years. See Note 10—Debt to our consolidated financial statements included in Item 8 of this report.

Previous wording

Interchange multidistrict litigation. During fiscal 2025, we recorded additional accruals of $2.2 billion to address claims associated with the interchange multidistrict litigation. We also made additional 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 deposits made into the U.S. litigation escrow account. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report.

Current wording

Interchange multidistrict litigation. During fiscal 2026, we recorded additional accruals of $1.6 billion to address claims associated with the interchange multidistrict litigation. We also made additional deposits of $1.3 billion into the U.S. litigation escrow account. The additional accruals related to the interchange multidistrict litigation could be higher or lower than deposits made into the U.S. litigation escrow account. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report.

Previous wording

Common stock repurchases. In April 2025, our board of directors authorized a $30.0 billion share repurchase program, providing multi-year flexibility. During fiscal 2025, we repurchased 54 million shares of our class A common stock in the open market for $18.2 billion. As of September 30, 2025, our share repurchase program had remaining authorized funds of $24.9 billion. See Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report.

Current wording

Common stock repurchases. In April 2026, our board of directors authorized an additional $20.0 billion share repurchase program, providing multi-year flexibility. During fiscal 2026, we repurchased 61 million shares of our class A common stock in the open market for $20.5 billion. As of September 30, 2026, our share repurchase programs had remaining authorized funds of $24.4 billion. See Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report.

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) These figures are estimated and approximated. These estimates do not include claims in certain purported indirect purchaser class actions or any claims of merchants serviced by opt-outs that are payment processors and facilitators. The interchange at issue for unresolved claims will continue to increase. See U.S. Covered Litigation in Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report for more information on the Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions.

Current wording

(1) These figures are estimated and approximated. These estimates do not include interchange reimbursement fees attributable to claims asserted in certain purported indirect purchaser class actions or recently filed merchant class actions, or brought by any opt-outs that have not asserted a claim for damages. The interchange at issue for unresolved claims will continue to increase. See U.S. Covered Litigation in Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report for more information on the Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions.

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. In fiscal 2025, exchange rate movements did not have a material impact on net revenue growth.

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. In fiscal 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 in fiscal 2025 over the prior year primarily due to growth in nominal payments volume of 7%, select pricing modifications and card benefits.

Current wording

•Service revenue increased in fiscal 2026 over the prior year primarily due to growth in nominal payments volume of 10%, select pricing modifications and growth in card benefits.

Previous wording

•Data processing revenue increased in fiscal 2025 over the prior year primarily due to growth in processed transactions of 10% and select pricing modifications.

Current wording

•Data processing revenue increased in fiscal 2026 over the prior year 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 in fiscal 2025 over the prior year primarily due to growth in nominal cross-border volume of 13%, excluding transactions within Europe, and higher volatility of a broad range of currencies, partially offset by business mix.

Current wording

•International transaction revenue increased in fiscal 2026 over the prior year 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.

Previous wording

For fiscal 2025, 2024, and 2023, revenue from value-added services was $10.9 billion, $8.8 billion and $7.2 billion, respectively. Value-added services revenue in fiscal 2025 increased 24% over the prior year primarily due to growth in Issuing Solutions, Advisory and Other Services and Acceptance Solutions.

Current wording

For fiscal 2026, 2025, and 2024, revenue from value-added services was $14.2 billion, $10.9 billion and $8.8 billion, respectively. Value-added services revenue in fiscal 2026 increased 31% over the prior year, reflecting growth across all portfolios, with the largest contributions from Issuing Solutions and Advisory and Other Services.

Previous wording

•Network and processing expenses mainly represent expenses for the operation of our processing network, including maintenance, equipment rental and fees for other data processing services.

Current wording

•Network and processing expenses mainly represent expenses for the operation of our processing network, including software and equipment rental, maintenance and fees for other data processing services.

Previous wording

•Professional fees mainly consist of legal fees, consulting fees and expenses associated with client engagements.

Current wording

•Professional fees mainly consist of expenses associated with client engagements, legal fees and consulting fees.

Previous wording

•Depreciation and amortization expenses include amortization of internally developed and purchased software, depreciation expense for property and equipment and amortization of finite-lived intangible assets primarily obtained through acquisitions.

Current wording

•Depreciation and amortization expenses include amortization of internally developed and purchased software, depreciation expense for property and equipment and amortization of finite-lived intangible assets obtained through acquisitions.

Previous wording

•General and administrative expenses consist mainly of card benefits such as costs associated with airport lounge access, extended cardholder protection and concierge services, facilities costs, travel and meeting costs, indirect taxes, foreign exchange gains and losses and other corporate expenses incurred in support of our business.

Current wording

•General and administrative expenses consist mainly of card benefits such as costs associated with airport lounge access, extended cardholder protection and concierge services, as well as facilities costs, indirect taxes, travel and meeting costs, foreign exchange gains and losses and other corporate expenses incurred in support of our business.

Previous wording

•Litigation provision represents litigation expenses for accruals related to 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). The accruals are an estimate based on management’s understanding of our litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management’s best estimate of incurred loss.

Current wording

•Litigation provision represents litigation expenses for accruals associated with the interchange multidistrict litigation which are covered by the U.S. retrospective responsibility plan (U.S. covered litigation) and accruals related to legal matters that are not covered by the U.S. retrospective responsibility plan or the Europe retrospective responsibility plan (uncovered legal matters). The accruals are an estimate based on management’s understanding of our litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management’s best estimate of incurred loss.

Previous wording

•Marketing expenses increased in fiscal 2025 over the prior year primarily due to higher spending for client marketing.

Current wording

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

Previous wording

•Network and processing expenses increased in fiscal 2025 over the prior year primarily due to continued technology and processing network investments to support growth and acquisitions.

Current wording

•Network and processing expenses increased in fiscal 2026 over the prior year primarily due to continued investments in technology and processing network to support ongoing business growth and incremental costs from acquired businesses.

Previous wording

•Professional fees increased in fiscal 2025 over the prior year primarily due to higher legal fees and higher expenses associated with client engagements.

Current wording

•Professional fees increased in fiscal 2026 over the prior year primarily due to higher legal fees, higher expenses associated with client engagements and costs incurred in the current year in connection with our acquisitions.

Previous wording

•General and administrative expenses increased in fiscal 2025 over the prior year primarily due to higher usage of travel related card benefits, the absence of the release of the reserve on indirect taxes previously recognized in fiscal 2021 and higher indirect taxes, partially offset by a charitable contribution to the Visa Foundation in the prior year.

Current wording

•General and administrative expenses increased in fiscal 2026 over the prior year primarily due to charitable contributions to the Visa Foundation in the current year.

Previous wording

•Litigation provision increased in fiscal 2025 over the prior year primarily due to higher accruals related to the U.S. covered litigation. See Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report.

Current wording

•Litigation provision decreased in fiscal 2026 over the prior year primarily due to lower accruals related to the U.S. covered litigation. See Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report.

Previous wording

•Interest expense decreased in fiscal 2025 over the prior year primarily due to higher interest benefit related to taxes and lower losses from derivatives, partially offset by higher interest expense related to the issuance of debt in fiscal 2025.

Current wording

•Interest expense increased in fiscal 2026 over the prior year primarily due to an interest benefit related to taxes in the prior year.

Previous wording

•Investment income (expense) and other decreased in fiscal 2025 over the prior year primarily due to lower interest income on our cash and investments.

Current wording

•Investment income (expense) and other decreased in fiscal 2026 over the prior year 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 in fiscal 2025 and fiscal 2024 were 17% including the following:

Current wording

The effective income tax rates in fiscal 2026 and fiscal 2025 were 16% and 17%, respectively, including the following:

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

•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

Current wording

•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.

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. During fiscal 2025, basic and diluted earnings per class A common stock increased $0.01 and was unchanged, respectively, as a result of the downward adjustments of the class B-1 and B-2 common stock conversion rates during the period. During fiscal 2024 and 2023, basic and diluted earnings per class A common stock were unchanged in both fiscal years, 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 20—Legal Matters to our consolidated financial statements included in Item 8 of this report.

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 rates at which shares of our class B-1, B-2 and B-3 common stock ultimately convert into shares of class A common stock. During fiscal 2026, basic and diluted earnings per class A common stock increased $0.01, as a result of the downward adjustments of the class B-1, B-2 and B-3 common stock conversion rates during the period. During fiscal 2025, basic and diluted earnings per class A common stock increased $0.01 and was unchanged, respectively, as a result of the downward adjustments of the class B-1 and B-2 common stock conversion rates during the period. During fiscal 2024, 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 20—Legal Matters to our consolidated financial statements included in Item 8 of this report.

Previous wording

•Charitable contribution. During fiscal 2024, we donated investment securities to the Visa Foundation and recognized a non-cash general and administrative expense. We have excluded this amount as it does not reflect the underlying performance of our business.

Current wording

•Charitable contributions. During fiscal 2026 and 2024, 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.

Previous wording

•Lease consolidation costs. During fiscal 2025 and 2024, we recorded charges within general and administrative expense associated with the consolidation of certain leased office spaces. We have excluded these amounts as it does not reflect the underlying performance of our business.

Current wording

•Lease consolidation costs. During fiscal 2025 and 2024, we recorded charges within general and administrative expense associated with the consolidation of certain leased office spaces. We have excluded these amounts as they do not reflect the underlying performance of our business.

Previous wording

•Indirect taxes. During fiscal 2024, as a result of the resolution of an audit, we recognized a benefit within general and administrative expense related to the release of the reserve previously recognized in fiscal 2021. This one-time benefit is not representative of our ongoing operations.

Current wording

•Indirect taxes. During fiscal 2024, as a result of the resolution of an audit, we recognized a benefit within general and administrative expense related to the release of the reserve previously recognized in fiscal 2021. This one-time amount is not representative of our ongoing operations.

Previous wording

Based on our current cash flow budgets and forecasts of our short-term and long-term liquidity needs, we believe that our current and projected sources of liquidity will be sufficient to meet our projected liquidity needs for more than the next 12 months. We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our operating performance, current economic and capital market conditions and other relevant circumstances.

Current wording

Based on our current cash flow budgets and forecasts of our short-term and long-term liquidity needs, we believe that our current and projected sources of liquidity, including cash generated from operations, will be sufficient to meet our projected liquidity needs for more than the next 12 months. We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our operating performance, current economic and capital market conditions and other relevant circumstances.

Previous wording

Operating activities. Cash provided by operating activities increased in fiscal 2025 over the prior year primarily due to growth in our underlying business and the timing of payments related to income taxes, partially offset by higher incentive payments.

Current wording

Operating activities. Cash provided by operating activities increased in fiscal 2026 over the prior year primarily due to growth in our underlying business, partially offset by higher litigation payments and timing of payments related to income taxes.

Previous wording

Investing activities. Cash provided by investing activities increased in fiscal 2025 over the prior year primarily due to the absence of investment securities purchases, partially offset by lower proceeds from maturities and sales of investment securities.

Current wording

Investing activities. Cash used in investing activities increased in fiscal 2026 over the prior year primarily due to lower proceeds from maturities and sales of investment securities.

Previous wording

Financing activities. Cash used in financing activities decreased in fiscal 2025 over the prior year primarily due to proceeds received from the issuance of senior notes, partially offset by higher share repurchases and higher dividends paid.

Current wording

Financing activities. Cash used in financing activities increased in fiscal 2026 over the prior year primarily due to the principal debt repayments upon maturity of senior notes, higher share repurchases and lower proceeds from the issuance of senior notes.

Previous wording

Cash, cash equivalents and investments. As of September 30, 2025, our cash and cash equivalents balance was $17.2 billion and our available-for-sale debt securities was $2.4 billion. Our investment portfolio is designed to invest cash in securities which enables us to meet our working capital and liquidity needs. Our investment portfolio consists of debt securities issued by the U.S. Treasury and U.S. government-sponsored agencies. $1.6 billion of the investments are classified as current and are available to meet short-term liquidity needs. The remaining non-current investments have stated maturities of more than one year from the balance sheet date; however, they are also generally available to meet short-term liquidity needs.

Current wording

Cash, cash equivalents and investments. As of September 30, 2026, our cash and cash equivalents balance was $12.9 billion and primarily consisted of cash and money market funds. As of September 30, 2026, our available-for-sale debt securities balance was $850 million and consisted of debt securities issued by the U.S.

Showing the first 40 of 65 pairs. Open the source sections for the rest.

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Current report — wording carried from elsewhere

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

Net revenue increased in fiscal 2025 over the prior year primarily due to the growth in processed transactions, nominal cross-border volume, and nominal payments volume, partially offset by higher client incentives.

Previous report — wording carried elsewhere

U.S. Litigation escrow account. Pursuant to the terms of the U.S. retrospective responsibility plan, which was created to insulate Visa and our class A common shareholders from financial liability for certain litigation cases, we maintain a U.S. litigation escrow account from which monetary liabilities from settlements of, or judgments in, the