Item 8.01 Other Events.
On December 30, 2025, Visa Inc. (the "Company") announced new conversion rates applicable to the Company's class B-1 and B-2 common stock resulting from its December 23, 2025 deposit of $500 million into the U.S. litigation escrow account previously established under the Company's U.S. retrospective responsibility plan (the "Plan"). Under the terms of the Plan, the conversion rate applicable to the Company's class B-1 common stock decreased from 1.5549 to 1.5491 and the conversion rate applicable to the Company's class B-2 common stock decreased from 1.5223 to 1.5108, in each case effective as of December 23, 2025.
The conversion rate adjustments have the same effect on earnings per share as repurchasing the Company's class A common stock. Therefore the as-converted class B-1 common stock share count was reduced by approximately 27,782 from 7,518,496 to 7,490,714 and the as-converted class B-2 common stock share count was reduced by approximately 1,382,832 from 183,187,821 to 181,804,989. The deposit and conversion rate adjustment calculations were conducted in accordance with the Company's certificate of incorporation currently in effect using the volume-weighted average price over the 3-day pricing period from December 23, 2025 through December 26, 2025.