Visa placed $405 million in litigation escrow and cut conversion rates
Visa authorized a $405 million deposit into its U.S. litigation escrow account on September 18, 2026, and reduced conversion rates for class B stock. It disclosed the actions in a report dated September 23, 2026.
What happened
Visa filed Form 8-K with the SEC on 2026-09-23 under Item 8.01: Other Events. On September 18, 2026, Visa Inc. authorized the deposit of $405 million into the U.S. litigation escrow account. The escrow account was previously established under the Company’s U.S. retrospective responsibility plan. According to the company, the filing identified the deposit as the relevant event.
The conversion rate for class B-1 common stock decreased from 1.5445 to 1.5400. The conversion rate for class B-2 common stock decreased from 1.5014 to 1.4924, while the conversion rate for class B-3 common stock decreased from 1.4953 to 1.4773. The conversion rate decreases were effective as of September 18, 2026. According to the company, each rate governed translation of the corresponding class for counting purposes.
A retrospective responsibility plan set out how certain litigation costs were handled within the company structure. The filing placed the deposit and the rate changes under that existing framework. An escrow account held funds separately for a stated purpose.
Lower conversion rates reduced the share count used in earnings per share
According to the company, the conversion rate adjustments had the same effect on earnings per share as repurchasing the Company’s class A common stock. Earnings per share divided profit by the number of counted shares, so a lower counted share number changed the calculation. The statement linked the conversion adjustments directly to the per-share measure.
For investors, that mechanical link mattered because it showed how money set aside in escrow related to the share count. An escrow account held funds separately for a stated purpose, while a conversion rate set how one share class translated into another for counting purposes.
As-converted share counts fell from their previously disclosed levels
The as-converted class B-1 common stock share count was reduced by approximately 9,804 from 3,367,156 to 3,357,351. The as-converted class B-2 common stock share count was reduced by approximately 4,377 from 730,688 to 726,311. The as-converted class B-3 common stock share count was reduced by approximately 1,089,926 from 90,599,965 to 89,510,039. According to the company, those levels reflected the translation after the rate changes.
