VISA INC.

In addition to the other information contained in this report, you should carefully consider the following material risk factors that could affect the Company’s business, financial condition, results of operations and/or stock price. The disclosures in this section reflect the Company’s current beliefs and opinions regarding factors that could materially and adversely affect the Company and its securities in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

The risks and uncertainties the Company faces are not limited to those described below. You should not consider any descriptions of these risk factors to be a complete set of all potential risks that could affect the Company. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect the Company.

Regulatory Risks

We are subject to complex and evolving global regulations that could harm our business and financial results.

As a global payments technology company, we are subject to complex and evolving regulations governing our operations, including, but not limited to, authorization, clearing and settlement activities. Such regulations may increase in quantity, complexity and scope in response to, among other things, changes in the competitive landscape, emergence of new technologies and geopolitical developments. See Item 1—Government Regulation of this report for more information on the most significant areas of regulation affecting our business. These regulations, and their impact on us, our clients, and other third parties could limit our ability to enforce our payments system rules; require us to adopt new or modified rules; affect existing contractual arrangements; require us to maintain additional capital or financial resources; increase the complexity and cost of our operations or compliance; and adversely affect our financial condition.

We may also face differing rules and regulations across jurisdictions in areas such as interchange reimbursement rates, preferred routing, co-badging, domestic processing and localization requirements, currency conversion, point-of-sale transaction rules and practices, privacy, cybersecurity, resilience, data use and protection, licensing requirements and associated product technology. In addition, certain payment technologies and services (e.g., tokenization, push payments and cross-border money movement) and new capabilities in furtherance of our multi-year growth strategy may bring increased licensing, supervisory and compliance obligations. As a result, the Visa operating rules and our other contractual commitments may differ from country to country, state to state, or product to product. Complying with these regulations increases our costs and operational complexity, and reduces our revenue opportunities.

If widely varying regulations emerge worldwide, we may have difficulty rapidly adjusting our products, services, fees and other important aspects of our business to comply with regulatory requirements, including those related to anti-money laundering, anti-corruption, competition, money transfer services, privacy, cybersecurity, and trade and economic sanctions. Increasing fragmentation of regulatory requirements in these and other areas may further increase the complexity and cost of compliance and require us to make jurisdiction-specific changes to our products, services and business practices. We cannot guarantee that our practices will be deemed compliant by all applicable regulatory authorities. In the event our controls should fail or we are found to be out of compliance, we could be subject to monetary damages, civil and criminal penalties, litigation, investigations and proceedings and damage to our global brands and reputation.

Increased scrutiny and regulation of fees, operating rules and related practices of the global payments industry, could harm our business.

Regulators worldwide are expanding their authority over the payments industry, including IRFs, MDRs, network fees, operating rules, and related practices. See Item 1—Government Regulation of this report for more information. Although we generally do not receive IRF revenue directly, IRFs are a key competitive factor that affects our overall payments volume and net revenue.

Countries globally have adopted or are exploring interchange caps or MDR regulations. For example:

•U.S. Federal Reserve regulations cap U.S. debit IRFs for large issuers, and the Dodd-Frank Act restricts network exclusivity and preferred routing for debit and prepaid products. The Federal Reserve has recently taken actions to revisit its regulations that implement these aspects of the Dodd-Frank Act, including requiring issuers to ensure dual-network availability for ecommerce debit transactions and proposing further rate reductions with automatic biennial adjustments. Recent conflicting federal court decisions on the validity of Regulation II's interchange fee standard have created additional uncertainty and could result in a significantly lower interchange cap for debit transactions. Separately, Congress has reintroduced the Credit Card Competition Act (CCCA), legislation requiring, among other things, large issuers to offer routing choices for credit transactions. It remains unclear if the CCCA will gain sufficient traction to advance in the current Congress. States such as Illinois have enacted or are considering laws restricting how interchange is set and assessed and how payment transaction data may be used, potentially imposing significant compliance and operational costs, requiring significant changes to our systems and processes, and even potentially limiting the products and services we are able to offer in those states.

•EU’s Interchange Fee Regulation caps consumer credit and debit IRFs for transactions within the EEA. Member states may impose further reductions, and the European Commission (EC) may periodically reassess Interchange Fee Regulations, which could further lower caps or expand regulation to additional products, services and fees.

•Regulatory interest in cross-border interchange rates continues to grow and governments are using regulation to drive down MDR, which could negatively affect transaction economics. Our EC settlement in 2019, which was extended through 2029, limits certain cross-border IRFs within the EEA. Additional jurisdictions have adopted or proposed cross-border interchange caps or cross-border MDR regulations.

Certain regulators are reviewing or have passed requirements relating to network scheme and processing fees, including with respect to governance, reporting and transparency that could impose additional compliance burdens and competitive complexities where the requirements are not imposed evenly across all payment networks. For example, in 2024, the Greek Parliament limited acquirer fees for certain small ticket transactions in some seller categories for a period of three years. Separately, industry participants in multiple jurisdictions have sought regulatory or judicial intervention regarding our network rules, including restrictions on cross-border acquiring. Certain countries have enacted regulations permitting cross-border acquiring for ecommerce. Other countries require government pre-approval of network rule changes more broadly. Government regulation may also require us to permit competing networks to support our products, share intellectual property, meet onshore capital requirements, or accommodate other networks' branding on Visa-issued products.

In addition, regulatory developments in one jurisdiction or product category may be replicated elsewhere or extended to other products. Reduced IRFs may make our network less attractive to issuers and acquirers and may make other payment systems including closed-loop payment systems that connect directly with sellers and consumers more competitive. Issuers may respond by raising fees or reducing benefits to consumers, and acquirers may charge higher MDRs regardless of our IRFs, steering sellers and consumers toward alternative payment methods, all of which could harm our business and financial results.

Government-imposed obligations and/or restrictions on international payments systems may prevent us from competing against providers in certain markets.

Governments in numerous jurisdictions seek to strengthen domestic control over payments infrastructure and reduce reliance on international payment providers like Visa, through market access barriers, preferential domestic regulations, localization requirements and support for domestic systems. These measures impair the ability of international payments networks to compete and may prevent end-to-end transaction processing in certain markets.

•In China, UnionPay remains the predominant domestic processor and acceptance network for bank cards. The People’s Bank of China (PBOC) accepted our application to operate a Bank Card Clearing Institution (BCCI) in June 2020, and approved our Application to Prepare in October 2026, which permits us to begin formal preparations to establish a domestic BCCI. We must take additional steps, including obtaining further regulatory approval, before we can begin domestic bank card clearing operations. There can be no assurance that we will receive this approval, and its timing is uncertain. Co-badging and co-residency regulations limit our competitive position, and the PBOC is considering phasing out dual-branded cards as international licenses are issued. Even if we receive approval to begin operations, competition from UnionPay and alternative payment providers such as Alipay and WeChat Pay, which have rapidly expanded across ecommerce, offline and cross-border payments, poses significant challenges.

•Some regional blocs or countries have adopted or are considering restrictions on international and/or U.S. payment network participation in domestic and regional transaction processing, while some countries have mandated on-shore processing of domestic transactions or data localization. Failure to comply with localization mandates could impact our ability to do business in those markets.

•Central banks in numerous countries are developing or expanding national RTP networks, with some exploring cross-border RTP connectivity. An increasing number of jurisdictions are also pursuing central bank digital currencies for retail payments. If successfully deployed, these platforms could significantly impact our domestic and cross-border payments, through potential disintermediation.

•Geopolitical tensions, sanctions, trade disputes, and concerns regarding the resilience and continuity of critical payments infrastructure have intensified interest in payment sovereignty in a number of jurisdictions. As a result, certain governments may support the development of domestic or regional payment systems, require additional localization, operational resiliency, processing continuity or other measures intended to reduce dependence on international payment providers like Visa. For example, the ECB has launched the European Payments Initiative's pan-European A2A payment system and a multi-year effort to explore a digital euro, as an alternative to foreign digital currency and payment service providers.

National laws protecting domestic providers or mandating local processing continue to evolve in the face of geopolitical developments, may increase costs; affect our ability to effectively compete with local providers, reduce payments volume and net revenue; limit our ability to leverage global processing capabilities; restrict growth, innovation, and market entry; and create new competitors, all of which could materially harm our business and financial results.

Laws and regulations regarding the handling of personal data, including laws and regulations related to privacy, cybersecurity and AI, may impede our services or result in increased costs, legal claims or fines against us.

Legislators and regulators worldwide are increasingly adopting or revising privacy, data protection, data transfer, cybersecurity and AI laws, creating a complex, fragmented, evolving and often inconsistent global compliance landscape. Privacy laws in numerous jurisdictions, impose specific requirements for cross-border data transfers, transparency, automated decision making, data localization and substantial compliance and audit obligations. In Europe, data protection authorities continue to enforce the General Data Protection Regulation with record-setting fines. Similarly, new cybersecurity laws and regulations continue to come into force globally, and Visa continues to enter new markets where certain services are subject to new cybersecurity legal requirements. These laws and regulations often impose both specific cybersecurity control and governance requirements as well as incident reporting obligations. As we develop more integrated and personalized products and services, acquire new companies and expand our data profile across additional data types, sources, channels and partners, the impact of these laws on our business will continue to grow. Noncompliance with any of these regimes could result in regulatory penalties, significant legal liability and enforcement actions.

Our and our partners’ use of AI across data platforms, data storage, data transfer, products, services, and operational processes depends in part on third-party tools, models and infrastructure that we do not fully control. These technologies may process confidential, proprietary, sensitive or personal information and may introduce or amplify cybersecurity, data governance, privacy, data residency, sovereignty, licensing and operational risks. We are subject to an increasingly fragmented and expanding set of laws governing the development, procurement, deployment and use of AI technologies. Risks associated with the development and procurement of AI include intellectual property, data collection, third-party and training data risks, as well as risks relating to the security, integrity and performance of third-party AI models, including open-source models. Our reliance on third-party AI tools, models, infrastructure and data processing environments may further limit our ability to monitor, control or remediate how confidential or personal information is accessed, retained, used, transferred or secured.

The deployment and use of AI may also present technical, operational and compliance challenges. The EU AI Act established harmonized rules across Europe, with key provisions for most high-risk AI systems taking effect in 2027. In the U.S., several states have adopted AI-specific frameworks or are applying existing consumer and data protection laws to regulate AI. Depending on how these regulations are interpreted and enforced, they may limit our ability to develop and deploy AI systems or significantly increase compliance costs. The introduction of new or modified data use cases involving confidential or personal information, including through AI-enabled technologies, may result in sensitive data being exposed to unauthorized access, exfiltration or retention by third-party providers, replicated into weakly governed derivative stores, or transferred across jurisdictions in ways that raise data residency, sovereignty and licensing concerns. The risk of inadvertent disclosure of confidential information or personal data through AI utilization may also attract stronger regulatory scrutiny and enforcement.

The emergence of agentic commerce, in which autonomous AI agents initiate and execute transactions on behalf of users, presents novel regulatory, privacy, cybersecurity and fraud risks. Legal frameworks governing autonomous agents remain nascent, and the interplay between payments regulations, data privacy laws and evolving AI rules creates uncertainty around compliance obligations and liability exposure. As agentic commerce scales, there could be increased instances of unauthorized, erroneous or disputed payments, or fraud. Agentic commerce may also introduce challenges in monitoring cross-border, prohibited or high-risk transactions subject to conflicting regulatory requirements.

The global proliferation of privacy, cybersecurity and AI regulation requires us to continuously monitor and adapt our privacy, cybersecurity, data use and AI management, governance and compliance practices. Our development and implementation of governance frameworks aimed at complying with fragmented and emerging laws and regulations applicable to these areas may not be successful to mitigate all of these emerging risks. If our AI-enabled data practices are, or are perceived to be, inadequately governed, inaccurate or non-compliant, we could face reputational harm, regulatory scrutiny, enforcement actions or legal claims. Failure to adapt our data governance practices to keep pace with evolving AI technologies, data processing practices, cybersecurity threats, and regulatory requirements could harm our ability to compete, decrease the value of our products and services to clients, and adversely affect our future growth.

We may be subject to tax examinations or disputes, or changes in tax laws.

We exercise significant judgment in the application of tax laws, which can be subject to uncertainty and differing interpretations, and make estimates that we believe to be reasonable in calculating our worldwide provision for income taxes and other tax liabilities. Relevant tax authorities may disagree with our estimates, interpretations or tax treatment of certain material items. We are currently under examination by, or in disputes with, the U.S. Internal Revenue Service as well as tax authorities and governments in various other jurisdictions, and we may be subject to additional examinations, disputes or assessments in the future, including those involving the availability of deductions or credits, transfer pricing, permanent establishment assertions, or indirect and other non-income taxes. An adverse outcome in any of these matters could adversely affect our cash flows and financial position. As we expand our business operations, we may be subject to new or additional tax reporting and compliance requirements, which could increase tax uncertainty and operational costs.

In addition, changes in existing laws, regulations or administrative guidance in the U.S. or foreign jurisdictions, including unilateral actions of foreign jurisdictions to introduce digital services taxes, or changes resulting from the Organization for Economic Cooperation and Development's proposals for the international tax system, including the implementation of global minimum taxes by various jurisdictions, may materially affect our effective tax rate and could increase our tax payments. Please see Item 7 and Note 19—Income Taxes to our consolidated financial statements included in Item 8 of this report.

Litigation Risks

We may be adversely affected by the outcome of litigation or investigations.

We are subject to numerous litigation matters, investigations, claims, examinations, information gathering requests, subpoenas, government and regulatory proceedings asserted by civil litigants, as well as governments and enforcement bodies investigating or alleging, among other things, violations of competition and antitrust law, consumer protection law, privacy law and intellectual property law (these are referred to as “actions” in this section). Details of the most significant actions we face are described more fully in Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report. Regardless of the merit of particular claims, defending against litigation or responding to government investigations can be inherently uncertain, expensive and disruptive to our operations. In the event we are found liable or reach a settlement in any action, particularly in a large class action lawsuit, such as one involving an antitrust claim entitling the plaintiff to treble damages in the U.S., or we incur liability arising from a government investigation, we may be required to pay significant awards or judgments, settlements, costs or fines. In addition, settlement terms, judgments, orders, pressures or events in or resulting from actions have impacted and may continue to impact our business by creating uncertainty for our business or by influencing or requiring us to modify, among other things, the default IRFs we set, the Visa operating rules or the way in which we enforce those rules, our fees or pricing, or the way we do business. These actions or their outcomes may also influence regulators, investigators, governments or civil litigants in the same or other jurisdictions, which may lead to additional actions against Visa. Finally, we are required by some of our commercial agreements to indemnify other entities for litigation brought against them, even if Visa is not a defendant. For certain actions like those that are U.S. covered litigation or VE territory covered litigation, as described in 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, we have certain financial protections pursuant to the respective retrospective responsibility plans. The two retrospective responsibility plans are different in the protections they provide and the mechanisms by which we are protected. The failure of one or both of the retrospective responsibility plans to adequately insulate us from the impact of such settlements, judgments, losses or liabilities could materially harm our financial condition or cash flows, or even cause us to become insolvent.

Business Risks

We face intense competition in our industry.

The global payments industry is intensely competitive and rapidly evolving. Our core products compete with cash, checks, electronic payments, digital currencies and other payments networks, including closed-loop systems, digital wallets, alternative payments providers, and government-backed payment platforms. Competitors include established financial institutions, fintechs, technology companies operating across ecommerce, social media and mobile channels, and governments developing or operating national RTP networks and other payment systems. See Item 1—Competition for more information.

Our competitors may develop superior technology, achieve broader brand recognition, offer more innovative products or provide more favorable pricing. Even where we successfully adapt to new payment methods, the financial terms of those services may be less favorable. The rapid advancement of AI, including GenAI and agentic AI, intensifies competitive pressure in two key ways: first, competitors may use AI to enhance customer experiences, accelerate innovation, improve personalization, and create new payment and commerce experiences that drive adoption; and second, competitors may deploy AI internally to improve productivity, automate workflows, reduce costs and accelerate product development, potentially creating structural efficiency advantages. As AI-enabled commerce continues to evolve, digital wallets, software platforms, agentic commerce experiences, mobile applications and other technologies may increasingly influence payment initiation, credential selection and seller choice. Companies that control these customer interfaces may gain greater influence over the payments ecosystem and the flow of transaction data. As a result, AI may further reshape the competitive landscape in ways that are difficult to predict. Certain competitors, including American Express, Discover (owned by Capital One), private-label networks and alternative systems such as Alipay and WeChat Pay, operate closed-loop systems with direct connections to both sellers and consumers. These models may prove more adaptable to regulatory and technological developments. Industry participants may also withhold data used to power our solutions in order to support their own competing offerings, potentially reducing the effectiveness of our value-added services.

We and our competitors are developing or participating in alternative payment systems, including mobile payments, P2P services, RTP initiatives, ACH/direct debit solutions and cryptocurrency-based platforms, including stablecoin payments, that could reduce our role or disintermediate us from transaction processing. The enactment of the U.S. GENIUS Act in July 2025 and the EU's crypto-asset framework, along with emerging regulatory frameworks in other countries, provide increasing regulatory certainty for stablecoins, which could disrupt existing payment networks, particularly in cross-border, B2B, and currency-unstable markets. Industry participants may merge, form joint ventures, enter bilateral agreements, or create new competing services, migrate or steer account holders or clients to other networks, or bypass our network entirely. New or revised payment standards imposed by countries, regions or standard-setting organizations may impose additional costs or negatively impact the competitiveness of our products. We may need to adjust rules or pricing, or agree to terms that are less protective of our proprietary technology to remain competitive. Failure to anticipate or respond to the evolving competitive landscape could harm our business, financial results and prospects for growth.

Our net revenue and profits are dependent on our client and seller base, which may be costly to win, retain and develop.

Our financial institution clients and sellers can reassess their commitments to us at any time or develop their own competing products and services. While we have certain contractual protections, our clients, including some of our largest clients, generally have flexibility to issue non-Visa products. In certain circumstances, our financial institution clients may terminate our contractual relationship on relatively short notice without paying significant early termination fees. Because a significant portion of our net revenue is concentrated among our largest clients, the loss of business from any one of them could materially harm our business, results of operations and financial condition. For more information, please see Note 14—Segment Information to our consolidated financial statements included in Item 8 of this report. It may also be difficult or costly for us to acquire or conduct business with financial institutions or sellers that have longstanding exclusive, or nearly exclusive, relationships with our competitors. These financial institutions or sellers may be more successful and may grow more quickly than our existing clients or sellers. If there is a consolidation or acquisition of one or more of our largest clients or co-brand partners by a financial institution client or seller with a strong relationship with one of our competitors, it could result in our business shifting to a competitor or less favorable pricing or terms, which could put us at a competitive disadvantage and harm our business.

We also face intense competitive pressure on the prices we charge our financial institution clients. In certain regions, we increasingly compete with RTP networks, other payment facilitators offering lower pricing, and government-sponsored domestic and cross-border payment initiatives. To remain competitive, we may need to adjust our pricing or offer incentives to our clients to maintain or grow payments volume, enter new market segments, adapt to regulatory changes, and expand their use and acceptance of Visa products and services. These include up-front cash payments, fee discounts, rebates, performance-based incentives, marketing and other support payments, all of which impact our net revenue and profitability. We may also offer incentives to certain sellers and acquirers to encourage them to route transactions to Visa. Continued pressures on pricing, incentives, fee discounts and rebates could moderate our growth. If we are unable to implement cost containment and productivity initiatives or grow volume in other areas to offset or absorb the financial impact of these incentives, it may adversely affect our net revenue and profits.

Sellers’ and processors’ continued push to lower acceptance costs and challenge industry practices could harm our business.

We rely in part on sellers and their relationships with our clients or their agents to maintain and expand the use and acceptance of Visa products. In certain jurisdictions, including the U.S., Australia, Canada and Europe, sellers and seller-affiliated groups have exerted significant influence in the global payments system to lower acceptance costs paid by sellers to acquirers or their agents to accept payment products or services by lobbying for new legislation, seeking regulatory intervention, filing lawsuits and in some cases, surcharging or refusing to accept Visa products. If these efforts succeed, we may face increased compliance and litigation expenses, issuers may decrease their issuance of our products, and consumer usage of our products could be adversely impacted. For example, in the U.S., certain stakeholders have raised concerns regarding how payment security standards and rules may impact debit routing choice and the cost of payment card acceptance. Seller-affiliated groups and processors have also expressed concerns regarding the Europay, Mastercard and Visa (EMV) certification process and the roles of industry bodies such as EMVCo and the Payment Card Industry Security Standards Council in developing payment card standards. Moreover, many sellers have advocated for lower acceptance costs in the form of reduced interchange rates, which could lead some issuers to eliminate or reduce their promotion or use of Visa’s products and services, eliminate or reduce cardholder benefits such as rewards programs, or impose increased or new fees on account holders, all of which could negatively impact our payments volume and related revenue. In addition, some sellers and processors have advocated for changes to industry practices and Visa acceptance requirements at the point of sale, including the ability for sellers to accept only certain types of Visa products, to mandate only PIN authenticated transactions, to differentiate or steer among Visa product types issued by different financial institutions, and to impose surcharges on consumers presenting Visa products as their form of payment. A number of the issues flagged in this risk factor are subject to pending litigation. For more information, please see Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report. If successful, these efforts could adversely impact consumer usage of our products, decrease our overall payments volume and net revenue, lead to regulatory enforcement and/or litigation that increases our compliance and litigation expenses, and ultimately harm our business.

We depend on relationships with financial institutions, acquirers, processors, sellers, payment facilitators, ecommerce platforms, fintechs and other third parties.

Our relationships with industry participants are complex and require us to balance the interests of multiple third parties. We depend significantly on relationships with our financial institution clients and on their relationships with account holders and sellers to provide our products and services, and compete effectively in the marketplace. We offer incentives to sellers, acquirers, ecommerce platforms and processors to encourage routing preference and acceptance growth, and we engage in payment card co-branding efforts with sellers who receive incentives from us. As emerging participants such as fintechs enter the payments industry, we engage with them to address the roles they may play in the ecosystem, whether as issuers, sellers, ecommerce platforms or digital wallet providers. As these and other relationships become more prevalent and take on greater importance to our business, our success will increasingly depend on our ability to sustain and grow these relationships. We also depend on our clients and third parties, including network partners, vendors and suppliers, to submit, facilitate and process transactions properly, provide various services associated with our payments network on our behalf, and adhere to our operating rules and applicable laws. As our clients expand their global footprint, their legal and regulatory obligations can become increasingly complex. From time to time, actions of our clients and industry participants may materially and adversely impact our business, products or services. To the extent we or such parties fail to perform or deliver adequately or comply with regulatory obligations, it may result in negative experiences for account holders or others using their Visa-branded payment products, which could harm our business and reputation.

Our business could be harmed if we are not able to maintain and enhance our brand, if events occur that have the potential to damage our brand or reputation, or if we experience brand disintermediation.

Our brand is globally recognized and is a key asset of our business. We believe that our clients and their account holders associate our brand with acceptance, security, convenience, speed, reliability and trust. Our success depends in large part on our ability to maintain and enhance the value of our brand, uphold the reputation of our products and services in the payments ecosystem, and elevate our brand through new and existing products, services and partnerships. The popularity of products we have developed in partnership with technology companies and financial institutions as well as government actions that mandate other networks to process Visa-branded card transactions, may cause brand disintermediation at the point of sale, in ecommerce and mobile channels, and decrease the presence and visibility of our brand. Our brand and reputation may also be negatively impacted by a number of factors, including authorization, clearing and settlement service disruptions; data security breaches; compliance failures by Visa or by our employees, agents, clients, partners or suppliers; failure to meet expectations of our clients, consumers or other stakeholders; negative perception of our industry, the industries of our clients, Visa-accepting sellers, or our clients’ customers and agents, including third-party payments providers; ill-perceived actions or affiliations by clients, partners or other third parties, such as sponsorship or co-brand partners; and fraudulent, or illegal activities using our payment products or services, and which we may not always be in a position to detect and/or prevent from occurring over our network. Our brand could also be negatively impacted when our products are used to facilitate payment for legal, but controversial, products and services, including adult content, firearms and gambling activities. Negative developments in these or other high-risk merchant categories may, by association, harm our reputation or result in greater public, regulatory, or legislative scrutiny, as well as litigation. The actions we or our customers take related to these industries could be viewed negatively and result in retaliatory actions. Additionally, these risks could be exacerbated if our financial institution partners and/or sellers fail to maintain necessary controls to ensure the legality of these transactions, if any legal liability associated with such goods or services is extended to ancillary participants in the value chain like payments networks, or if our network and industry become entangled in political or social debates concerning such legally permissible, but controversial, commerce. If we are unable to maintain our reputation, the value of our brand may be impaired, which could harm our relationships with clients, sellers, account holders, employees, prospective employees, governments and the public, and materially affect our business.

Global economic, political, market, health and social events or conditions may harm our business.

More than half of our net revenue is earned outside the U.S., and international cross-border transaction revenue represents a significant part of our net revenue and growth strategy. Our net revenue is dependent on the volume and number of payment transactions made by consumers, governments and businesses whose spending patterns may be affected by economic, political, market, health and social events or conditions. Adverse macroeconomic conditions within the U.S. or internationally, including but not limited to recessions, inflation, rising interest rates, increased tariff rates, high unemployment, currency fluctuations, actual or anticipated large-scale defaults or failures, rising energy prices, slowdowns or disruptions in global trade, trade retaliation, government shutdowns, and reduced consumer, small business, government and corporate spending, have a direct impact on international commerce. Our business depends on the smooth functioning of international financial systems and the free flow of cross-border commerce. Restrictions on multinational business activities, disruptions to global trade or deterioration in international relations could materially and adversely affect our payments volume, transactions, client relationships and net revenue. Events or conditions that impair the functioning of the financial markets, tighten credit markets or lead to a downgrade of our credit rating could increase our borrowing costs and impair our ability to access the capital and credit markets on favorable terms, which could adversely affect our liquidity, capital resources or cost of capital. In addition, governments responding to adverse macroeconomic conditions may introduce initiatives or requirements to reduce or eliminate payment fees or other costs, which could create additional financial pressures on our business.

Geopolitical trends towards nationalism, protectionism and restrictive visa requirements, as well as continued activity and uncertainty around economic sanctions, tariffs and trade restrictions, including restrictions on the cross- border flow of data, the potential for retaliatory domestic and international policies, have added uncertainty regarding new laws and regulations or changes in the interpretation or enforcement of existing ones, and have increased the risk of regulatory fragmentation. Changing perceptions of U.S.-based companies in markets where we operate or plan to operate compound these risks. These trends could impede the expansion of our business in certain regions and have resulted in our suspension of operations in other regions. In March 2022, we suspended our operations in Russia in response to economic sanctions, and we no longer generate revenue from domestic or cross-border activities related to Russia. The war in Ukraine and the ongoing instability in the Middle East, including any resulting regional conflicts, could have lasting impacts on the region, its economies, and our business. Changes in geopolitical conditions also heighten the security risks described elsewhere in these risk factors.

Outbreaks of illnesses, pandemics or other local or global health emergencies, political instability, international hostilities, armed conflicts, wars, civil unrest, climate-related events, including the increasing frequency of extreme weather events, impacts on or failures of the power grid, and natural disasters have, to varying degrees, negatively impacted our operations, clients, third-party suppliers, activities, and cross-border travel and spend. Any decline in cross-border travel and spend would reduce our cross-border volume, the number of cross-border transactions we process and our currency exchange activities, which in turn would reduce our international transaction revenue. These events or conditions could also impact our clients, whose decisions could reduce the number of cards, accounts and credit lines available to their account holders, and impact overall consumption by consumers and businesses, which would ultimately reduce our net revenue. Our clients may also implement cost-reduction measures that reduce or eliminate marketing budgets, and decrease spending on our value-added services.

Our ability to adjust to evolving corporate responsibility and sustainability matters and related regulations could adversely affect our business and financial results or negatively impact our reputation.

We are subject to dynamic and at times, conflicting laws, regulations and other directives that govern a broad range of issues extending beyond our core products and services, including sustainability, climate change, people and talent management, equal opportunity and inclusion, supply chain management and human rights. For example, certain regulators have proposed, adopted or plan to adopt rules or standards that may be or may become applicable to our business, including the EU’s Corporate Sustainability Reporting Directive and Corporate Sustainability Due Diligence Directive and the State of California’s legislation requiring broad disclosure of greenhouse gas emissions and other climate-related information. As governments worldwide continue to adopt CRS-related laws and regulations, we may face additional or more stringent requirements.

At the same time, non-regulatory stakeholders, including NGOs, consumers, partners, employees, and investors, are increasingly focused on these matters and may have differing views on CRS-related goals and initiatives from one another and from Visa’s existing strategies and disclosure practices. Where new laws or regulations impose more stringent or conflicting directives, we may experience increased compliance burdens and costs. Any failure, or perceived failure, to meet evolving legal requirements or varied stakeholder expectations could result in negative media attention, reputational impacts, including inaccurate perceptions or misrepresentations of our CRS practices, diversion of management’s attention and resources, proxy contests, litigation, investigations or other adverse impacts on our business. Our CRS goals or initiatives themselves could also subject us to litigation or investigations by government authorities or private actors alleging that our CRS activities are anti-competitive, discriminatory or otherwise unlawful.

Our ability to achieve, or make sufficient progress toward, any of our CRS objectives is subject to numerous risks, many of which are outside of our control, including the evolving legal and regulatory landscape for CRS tracking, reporting and disclosure as well as the actions of suppliers, partners and other third parties. Accordingly, our goals may evolve over time, their implementation may require considerable investment, and we cannot guarantee our ability to achieve, or make sufficient progress toward, any or all of our publicly stated goals. From time to time, we may restate previously reported data to reflect updated methodologies, improvements in data availability and quality, changing assumptions, changes in the nature and scope of our operations, or other changes in circumstances, which may limit the consistency or comparability of our data across periods or relative to industry peers.

Our indemnification obligation to fund settlement losses of our clients, and in some cases other third parties, exposes us to significant risk of loss and may adversely impact our liquidity.

We indemnify issuers and acquirers for settlement losses they may suffer due to the failure of another issuer or acquirer to honor its settlement obligations in accordance with the Visa operating rules. This indemnification creates settlement risk for us due to the difference in timing between the payment transaction date and subsequent settlement date. Our indemnification exposure is generally limited to the amount of unsettled Visa card payment transactions at any point in time and any subsequent amounts arising from adjustments to previously processed transactions. In addition, changes in the credit standing of our clients, concurrent settlement failures or insolvencies involving more than one of our largest clients or several smaller clients, or significant sponsor banks through which non-financial institutions participate in the Visa network, or systemic operational failures could expose us to liquidity risk, and negatively impact our financial position. In certain instances, we may indemnify issuers or acquirers in situations in which a transaction is not processed by our system. In addition, 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 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. Even if we have sufficient liquidity to cover a settlement failure, insolvency or other settlement-related exposure we may be unable to recover the full amount of such payment. This could expose us to significant losses and adversely affect our financial condition and results of operations. See Note 12—Settlement Guarantee Management to our consolidated financial statements included in Item 8 of this report.

Technology and Cybersecurity Risks

Failure to anticipate, adapt to or keep pace with new technologies in the payments industry could harm our business and impact future growth.

The global payments industry is undergoing significant and rapid technological change, including developments in mobile and other proximity and in-app payment technologies, AI and agentic commerce, machine payments, tokenization, cryptocurrencies, stablecoins, tokenized deposits, distributed ledger and blockchain technologies, cloud-based encryption and authorization, and new digital identity and authentication technologies. We expect new services and technologies to continue to emerge and evolve. For example, GenAI and agentic commerce solutions have emerged as an opportunity for Visa, its clients, suppliers, sellers and partners to innovate more quickly and better serve consumers. In addition to our own initiatives and innovations, we work closely with third parties, including potential competitors, for the development of, and access to, new technologies. It is difficult, however, to predict which technological developments or innovations will become widely adopted and how those technologies may be regulated. Moreover, some new technologies could be subject to intellectual property-related lawsuits or claims, potentially impacting our development efforts and/or requiring us to obtain licenses, implement design changes or discontinue our use. Our and our partners’ use of AI depends in part on third-party large language models that we do not control, whose models may generate inaccurate, biased, hallucinated or unexpected outputs that conflict with our business objectives or brand standards. Consumer and societal attitudes towards AI are evolving, and customers, regulators or the public may perceive AI negatively, which could reduce trust in our AI-powered products and solutions or deter adoption of AI-enabled features. If AI outputs are, or are perceived to be, inaccurate, biased, unexplained or flawed, we could face reputational harm, regulatory scrutiny, enforcement actions or liability claims that may materially and adversely affect our business, financial condition and results of operations. If we or our partners fail to adapt and keep pace with new technologies in the payments space in a timely manner, it could harm our ability to compete, decrease the value of our products and services to our clients, impact our intellectual property or licensing rights, harm our business and impact our future growth. In addition, because intellectual property and license rights surrounding AI are not fully addressed by courts or regulators, output using AI may not be subject to copyright or other protection, which may adversely affect our intellectual property or other proprietary rights in, or ability to commercialize, such output.

A disruption, failure or breach of our networks or systems, including as a result of cyber incidents or attacks, could harm our business.

Our cybersecurity and processing systems, as well as those of financial institutions, sellers and third-party service providers, have experienced and may continue to experience errors, interruptions, delays or damage from a number of causes including but not limited to, hardware, software and network failures, updates and migrations to new technology and platforms, software and network releases or enhancements, computer viruses, ransomware, malware or other destructive software, use of emerging technologies by bad actors, internal design, manual or user errors, advanced or persistent cyber attacks, social engineering threats, such as phishing or deepfake schemes, including those using synthetic media, insider threats, terrorism, political tensions, war or other military conflicts, or civil unrest, security breaches of our physical premises, workplace violence or wrongdoing, catastrophic events, natural disasters, severe weather conditions and other effects from climate change. Because the tactics, techniques and procedures used to obtain unauthorized access, or to disable or degrade systems change frequently, have become increasingly more complex and sophisticated, and may be difficult to detect for periods of time, we may not anticipate these acts or respond adequately or timely. New and emerging technologies, such as AI and quantum computing, could strengthen threat actor capabilities and cybersecurity risks in ways that are difficult to anticipate, detect or mitigate. For example, cybercriminals have increasingly demonstrated advanced capabilities, such as use of zero-day vulnerabilities, and rapid integration of new technology (such as GenAI and agentic AI) are being used by threat actors to create sophisticated attacks that are increasingly automated, targeted, coordinated and more difficult to defend against. Rapid adoption and novel uses of GenAI and agentic commerce across the marketplace may also introduce unique and unpredictable security risks to our systems, data and the payments ecosystem. Our own use and deployment of AI technologies could expand our cybersecurity attack surface, increasing exposure to breaches, fraud, unauthorized transactions and other vulnerabilities. For example, frontier AI labs have reported instances of AI agents conducting unauthorized cyber exploitation without direction. Such agents deployed by our Company, clients, partners, vendors, and others could circumvent cybersecurity controls and compromise our systems, data, operations and the payments ecosystem. Advances in quantum computing may introduce cryptography risks that could threaten the security of our information and systems or could require significant investment in technology to effectively mitigate these risks.

In addition, third-party suppliers of hardware and infrastructure that we operate in our data centers and support employee productivity could be impacted by supply chain disruptions, including manufacturing, shipping delays and service disruption due to cyber attacks. An extended supply chain or service disruption could also impact processing or delivery of technology services. Due to the interconnectivity and complexity of information systems and their reliance on common systems, software and vendors, disruptions or degradations have had, and will likely continue to have, wide-reaching consequences, including the potential to disrupt the overall financial system and other key systems in the global economy. These risks could be exacerbated by the concentration of technology or service offerings in a small number of providers or models, including AI and cloud services, and could result in systemic operational impact across the payments industry or beyond. Such attacks and breaches have resulted and may continue to result in fraudulent activity and financial losses to Visa’s financial institution clients, sellers or third-party service providers.

Our visibility and role in the global payments industry also put our Company at a greater risk of being targeted by cyber threat actors. We have been, and may continue to be, affected by malicious cyber activity as well as attacks and data security breaches of financial institutions, sellers, and third-party service providers. We are also aware of instances where governments have directed or sponsored attacks against some of our financial institution clients, and instances where sellers and issuers have encountered substantial data security breaches affecting their customers, some of whom were Visa account holders. Given the growth in payments through ecommerce, social media and mobile channels, we continue to see increased cyber and payment fraud activity, as cybercriminals attempt phishing and social engineering scams, distributed denial of service attacks and other disruptive actions.

The security measures and procedures we, our financial institution and seller clients, other sellers and third-party service providers in the payments ecosystem have in place to protect sensitive consumer data and other information may not be implemented effectively, may differ in scope and complexity across ecosystem participants, or may not be successful or sufficient to counter all data security breaches, cyber incidents and attacks or system failures. In some cases, the mitigation efforts may depend on third parties who may not adhere to required contractual standards, who may not be able to timely patch vulnerabilities or fix security defects, or whose hardware, software or network services may be subject to error, defect, delay, outage or lack appropriate security measures to prevent breaches or data exfiltration incidents. Any such transition may not be completed before relevant threats become operational, and our interconnectedness with third parties who may be slower to adopt such protections could further increase vulnerability to data compromises. Cyber incidents and attacks and other technology incidents can have cascading impacts that unfold with increasing speed across our internal networks and systems and those of our partners and clients.

Furthermore, as a global financial services company, Visa is increasingly subject to complex, varied, and rapidly evolving cybersecurity regulations and cyber incident reporting requirements across numerous jurisdictions. For example, governments around the world have recently passed or are considering new critical infrastructure cybersecurity laws and regulations, some of which may apply to Visa. Any single incident may require parallel notifications to data protection authorities, cyber authorities and law enforcement, often with differing reporting thresholds, deadlines and formats. With the often short timeframes required for cyber incident reporting, there is a risk that Visa or its third-party service providers will fail to meet the reporting deadlines and requirements for any given incident. It may take considerable time for us to investigate and evaluate the full impact of cyber incidents, particularly for sophisticated attacks. These factors may inhibit our ability to provide prompt, full and reliable information about the cyber incident to our clients, partners and regulators, as well as to the public. In the event we are found to be out of compliance, we could be subject to monetary damages, civil and criminal penalties, litigation, investigations and proceedings, and damage to our reputation and brand.

Any of these events, individually or in the aggregate, could significantly disrupt our operations; impact the availability and integrity of our systems, applications or the systems of our third-party service providers; result in the unauthorized disclosure, release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary, sensitive and personal information (including account data information) or data security compromises; result in unauthorized access to, retention of, replication of or cross-border transfer of sensitive data through AI-enabled tools, third-party models, infrastructure, or derivative data stores; impact our clients and consumers; impact the magnitude of our settlement exposure; increase the risk of fraudulent transactions; damage our reputation and brand; result in litigation or claims, violations of applicable privacy and other laws, and increased regulatory review or scrutiny, investigations, actions, fines or penalties; result in damages or changes to our business practices; decrease the overall use and acceptance of our products; decrease our volume, net revenue, and future growth prospects; cause financial losses to Visa’s financial institution clients, sellers, or third-party service providers, and be costly, time consuming and difficult to remedy. There can be no assurance that our efforts will prevent all such threats. In the event of damage or disruption to our business due to these occurrences, we may not be able to successfully and quickly recover all of our critical business functions, assets and data through our business continuity program and we may not be able to notify affected third parties when appropriate. Furthermore, while we maintain insurance, our coverage may not sufficiently cover all types of losses or claims that may arise. In addition, in the case of any cyber-attack or other security incident information or security breach or technology failure arising from third-party systems impacting us, any third-party indemnification may not be applicable or sufficient to address the impact of such incidents.

Structural and Organizational Risks

We may not achieve the anticipated benefits of our acquisitions, joint ventures or strategic investments, and may face risks and uncertainties as a result.

As part of our overall business strategy, we make acquisitions and strategic investments, and enter into joint ventures. We may not achieve the anticipated benefits of our current and future acquisitions, joint ventures, strategic investments or other strategic objectives and they may involve significant risks and uncertainties, including:

•disruption to our ongoing business, including diversion of resources and management’s attention;

•greater than expected investment of resources or operating expenses;

•difficulty, expense or failure to adequately develop, maintain or integrate our acquired entities or joint ventures, including the development and retention of employees, clients or partners, the integration of employees, business cultures, operations, business systems and technologies, and the implementation of appropriate controls, procedures and policies, in some cases, across different cultures and languages;

•inadequate data security, cybersecurity or operational resilience posture of our acquired entities, joint ventures or companies we invest in or partner with, which may lead to increased risk of system failures, service disruptions or cyber incidents or attacks;

•disruptions, costs, liabilities, judgments, settlements or business pressures resulting from litigation, investigations or legal proceedings involving our acquisitions, joint ventures or strategic investments, including the inability to pursue certain aspects of such transactions;

•failure to obtain the necessary government or other approvals at all, on a timely basis or without the imposition of burdensome conditions or restrictions, including as a result of increased scrutiny with respect to antitrust, national security and other considerations;

•economic, political, regulatory and compliance risks, including when entering into new businesses, regions or countries. See Item 1—Government Regulation and Item 1A—Regulatory Risks of this report for more information on regulatory risks;

•discovery of unidentified issues and related liabilities after such transactions were made;

•failure to mitigate the deficiencies and liabilities of our acquired entities or joint ventures;

•dilutive issuance of equity securities or the incurrence of debt;

•negative impact on our financial position and/or results of operations; and

•anticipated benefits, synergies or value not materializing or taking longer than expected to materialize.

We may be unable to attract, hire, develop, motivate and retain a highly qualified workforce, including key members of management.

The talents and efforts of our employees, particularly our key members of management, are vital to our success. The market for highly skilled workers and leaders in our industry, especially in fintech, technology, AI, cybersecurity and other specialized areas, is extremely competitive. Our management team has significant industry experience and would be difficult to replace. We may be unable to retain them or to attract, hire or retain other highly qualified employees, particularly if we do not offer employment terms that are competitive with the broader labor market. Ongoing changes in laws and policies regarding immigration, travel and work authorizations have made it more difficult for employees to work in, or transfer among, jurisdictions in which we operate and could continue to impair our ability to attract, hire and retain qualified talent.

Failure to attract, hire, develop, motivate and retain highly qualified employees, particularly in light of changing worker expectations and talent marketplace variability; adequately address potential increased scrutiny of our talent-related programs and initiatives; develop and implement adequate succession plans for the management team; or maintain our strong corporate culture of fostering innovation and collaboration could impact our workforce development goals, impact our ability to achieve our business objectives, and adversely affect our business and our future success. Our efforts to drive efficiency across the Company, including through the adoption and deployment of AI technologies across our operations, have resulted and may continue to result in workforce reductions, changes to our operating model, and the need to reskill or upskill employees. We may not realize the expected cost savings or other anticipated benefits of any such restructuring within the anticipated timeframe, or at all, and any such restructuring could disrupt our operations, adversely affect employee morale and productivity, and lead to the loss of institutional knowledge. Over-reliance on AI could hinder development of important skills among employees, while failure to adopt AI technologies in a timely manner could diminish potential efficiencies or competitive advantages. Increased reliance on AI tools to support operations, including compliance and risk management functions, may also introduce additional oversight risks if such tools do not perform as expected.

The conversions of our class B-1, B-2 and B-3 (class B) and class C common stock or series A, B and C preferred stock into shares of class A common stock would result in voting dilution to, and could adversely impact the market price of our existing class A common stock.

The market price of our class A common stock could fall as a result of many factors. The value of our class B and C common stock and series A, B and C preferred stock is tied to the value of the class A common stock. Under our U.S. retrospective responsibility plan, upon final resolution of our U.S. covered litigation, all class B common stock will become convertible into class A common stock. Under our Europe retrospective responsibility plan, Visa will continue to release value from the series B and series C preferred stock in stages based on developments in current and potential litigation. The series B and series C preferred stock will become fully convertible to series A preferred stock or class A common stock no later than 2028 (subject to a holdback to cover any pending claims). Conversion of our class B and C common stock into class A common stock, or our series A, B and C preferred stock into class A common stock, would increase the amount of class A common stock outstanding, which would dilute the voting power of existing class A common shareholders. In addition, the sale of significant portions of converted class A common stock could adversely impact the market price of our existing class A common stock.

Holders of our class B and C common stock and series A, B and C preferred stock may have different interests than our class A common shareholders concerning certain significant transactions.

Holders of our class B and C common stock and, in certain specified circumstances, holders of our series A, B and C preferred stock, can vote on certain significant transactions. With respect to our class B and C common stock, these transactions include a proposed consolidation or merger, a decision to exit our core payments business and any other vote required under Delaware law. With respect to our series A, B and C preferred stock, voting rights are limited to proposed consolidations or mergers in which holders of the series A, B and C preferred stock would receive shares of stock or other equity securities with preferences, rights and privileges that are not substantially identical to the preferences, rights and privileges of the applicable series of preferred stock; or, in the case of series B and C preferred stock, holders would receive securities, cash or other property that is different from what our class A common shareholders would receive. Because the holders of classes of capital stock other than class A common stock are our current and former financial institution clients, they may have interests that diverge from our class A common shareholders. As a result, the holders of these classes of capital stock may not have the same incentive to approve a corporate action that may be favorable to the holders of class A common stock, and their interests may otherwise conflict with interests of our class A common shareholders.

Delaware law, provisions in our governing documents and our capital structure could make a merger, takeover attempt or change in control difficult.

Provisions contained in our certificate of incorporation and bylaws and our capital structure could delay or prevent a merger, takeover attempt or change in control that our shareholders may consider favorable. For example, except for limited exceptions:

•no person may beneficially own more than 15% of our class A common stock or 15% of our total outstanding common stock on an as-converted basis;

•no competitor or an affiliate of a competitor may hold more than 5% of our total outstanding common stock on an as-converted basis;

•the affirmative votes of the class B and C common stock and series A, B and C preferred stock are required for certain types of consolidations or mergers;

•our shareholders may not act by written consent and are subject to limitations on their ability to call special meetings (not less than 15% of the class A common stock outstanding, held continuously for at least one year); and

•certain litigation against us or our directors, officers or other employees can only be brought in the state of Delaware or the U.S. federal courts.