Visa has initiated an Exchange Offer enabling holders of Class B-1 and Class B-2 common stock to exchange their shares for a combination of Class B-3 common stock, Class C common stock with temporary transfer restrictions, and cash for fractional shares. The offer expires May 8, 2026.
Class B-1 stockholders will receive 0.25 shares of Class B-3 stock and approximately 0.2877 shares of Class C stock per share tendered. Class B-2 stockholders receive 0.5 shares of Class B-3 stock and approximately 0.1884 shares of Class C stock per share. Participation requires executing a makewhole agreement obligating stockholders and parent guarantors to reimburse Visa for future U.S. covered litigation obligations.
This represents the second exchange offer in a previously announced program to release transfer restrictions on Class B common stock. Equiniti Trust Company serves as exchange agent, with Sodali & Co. as information agent. Participation is voluntary, and stockholders are advised to consult legal and regulatory advisors.