Visa Commences Exchange Offer for Class B-1 and Class B-2 Common Stock

Visa commenced an Exchange Offer pursuant to which its Class B-1 and Class B-2 common stock may be exchanged for a combination of Visa’s Class B-3 common stock, Visa’s Class C common stock, which will be freely tradeable following temporary transfer restrictions, and, where applicable, cash consideration in lieu of fractional shares. This is the second Exchange Offer in a previously announced program that enables Visa to permit the release of transfer restrictions on portions of Visa’s Class B common stock.

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The Exchange Offer will expire on May 8, 2026, at one minute after 11:59 p.m. New York City time unless extended or earlier terminated by Visa (the “Expiration Date”). Settlement of the shares will be made promptly following the Expiration Date.

Key Elements of the Exchange Offer

In exchange for each share of Class B-1 common stock validly tendered (and not withdrawn) and accepted by Visa, a participating Class B-1 stockholder will receive:

• one quarter of a newly issued share of Class B-3 common stock that will be subject to the same restrictions on transfer and conversion that currently apply to Class B-1 common stock;
• newly issued shares of Class C common stock in an amount equivalent to one half of a share of Class B-1 common stock and one quarter of a share of Class B-2 common stock, with such equivalence based on the respective amounts of Class A common stock into which Class B-1, Class B-2 and Class C common stock would be convertible as of the Expiration Date; and
• any applicable cash consideration in lieu of fractional shares.

In exchange for each share of Class B-2 common stock validly tendered in the Class B-2 Exchange (and not withdrawn) and accepted by Visa, a participating Class B-2 stockholder will receive:

• one half of a newly issued share of Class B-3 common stock that will be subject to the same restrictions on transfer and conversion that currently apply to Class B-2 common stock;
• newly issued shares of Class C common stock in an amount equivalent to one half of a share of Class B-2 common stock, with such equivalence based on the respective amounts of Class A common stock into which Class B-2 and Class C common stock would be convertible as of the Expiration Date; and
• any applicable cash consideration in lieu of fractional shares.

Based on current conversion rates, each share of Class B‑1 common stock accepted for exchange will be exchanged for approximately 0.2877 shares of Class C common stock, and each share of Class B‑2 common stock accepted for exchange will be exchanged for approximately 0.1884 shares of Class C common stock.

As a condition to participating in the Exchange Offer, each eligible Class B stockholder, together with any of its parent guarantors, must enter into a makewhole agreement. Under this agreement, the stockholder and its parent guarantors will agree to reimburse Visa in cash for certain future obligations related to U.S. covered litigation that, but for the stockholder’s participation in the Exchange Offer, would have otherwise been borne by such holder through its ownership of Class B common stock tendered in the Exchange Offer.

Visa’s Class B-1 and B-2 stockholders are not obligated to participate in the Exchange Offer, and no action is required by Class B-1 or B-2 stockholders who do not elect to participate.

The Exchange Offer is being made upon the terms and subject to the conditions set forth in the Prospectus to be filed with the SEC today.

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