Current report filing

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Date of Report (Date of earliest event reported): October 27, 2026

VISA INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware 001-33977 26-0267673

(State or Other Jurisdiction of Incorporation)

(Commission File Number) (IRS Employer

Identification No.)

P.O. Box 8999

San Francisco,

California 94128-8999

(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code: (650) 432-7644 N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

• Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

• Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

• Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

• Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share V New York Stock Exchange

2.250% Senior Notes due 2028 V28 New York Stock Exchange

2.000% Senior Notes due 2029 V29 New York Stock Exchange

3.125% Senior Notes due 2033 V33 New York Stock Exchange

2.375% Senior Notes due 2034 V34 New York Stock Exchange

3.500% Senior Notes due 2037 V37 New York Stock Exchange

3.875% Senior Notes due 2044 V44 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On October 27, 2026, Visa Inc. (the "Company") issued an earnings release announcing financial results for the Company's fiscal fourth quarter and full-year ended September 30, 2026.

A copy of the earnings release is attached hereto as Exhibit 99.1. All information in the earnings release is furnished but not filed. On October 27, 2026, the Company will host a conference call to discuss its fiscal fourth quarter and full-year 2026 financial results.

Item 8.01 Other Events.

On October 27, 2026, the Company's board of directors declared a quarterly cash dividend in the amount of $0.780 per share of class A common stock (determined in the case of all other outstanding common and preferred stock on an as-converted basis), payable on December 1, 2026, to all holders of record as of November 10, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Earnings Release of Visa Inc., dated October 27, 2026

104 Cover Page Interactive Data File (formatted as Inline XBRL)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VISA INC.

Date: October 27, 2026 By: /s/ Chris Suh

Chris Suh

Chief Financial Officer

In billions, except percentages and per share data. % change is calculated over the comparable prior-year period.

Q4 2026

Full-Year 2026

USD % Change USD % Change

Ryan McInerney, Chief Executive Officer, Visa, commented on the results:

YoY increase / (decrease), volume in constant dollars

Payments Volume

Q4 2026

9%

Full-Year 2026

9%

Cross-Border Volume Excluding Intra-Europe(2)

Cross-Border Volume Total Processed Transactions

14%

12%

14%

10%

13%

9%

we enable its growth as the leading hyperscaler of payments globally. The foundation of all of this is trust, which Visa brings with our scale, our network and our products. As we look to 2027 and beyond, trust is the next growth vector for Visa."

(2) Cross-border volume excluding transactions within Europe.

GAAP net income in the fiscal fourth quarter was $6.0 billion or $3.19 per share, an increase of 18% and 22%, respectively, over prior year's results. Current year's results included special items of $469 million for a litigation provision associated with the interchange multidistrict litigation ("MDL") case, $282 million related to the donation of investments to the Visa Foundation, and $37 million for a deferred tax expense recognized due to a change in the U.S. taxation of certain foreign earnings. Current year's results also included $155 million of net gains from equity investments and $75 million from the amortization of acquired intangible assets and acquisition-related costs. Prior year's results included a special item of $899 million for a litigation provision associated with the MDL case and other legal matters, $46 million of net gains from equity investments and $66 million from the amortization of acquired intangible assets and acquisition-related costs. Excluding these items and related tax impacts, non-GAAP net income for the quarter was $6.6 billion or $3.48 per share, an increase of 13% and 17%, respectively, over prior year's results (refer to Non-GAAP Financial Measures for further details). GAAP earnings per share growth was approximately 22% on a constant-dollar basis, which excludes the impact of foreign currency fluctuations against the U.S. dollar. Non-GAAP earnings per share growth was approximately 17% on a constant-dollar basis. All references to earnings per share assume fully diluted class A share count.

Net revenue in the fiscal fourth quarter was $12.1 billion, an increase of 13%, driven by the year-over-year growth in payments volume, cross-border volume and processed transactions. Net revenue increased 13% on a constant-dollar basis.

Payments volume for the three months ended June 30, 2026, on which fiscal fourth quarter service revenue is recognized, increased 10% over the prior year on a constant-dollar basis.

Payments volume for the three months ended September 30, 2026 increased 9% over the prior year on a constant-dollar basis.

Cross-border volume excluding transactions within Europe, which drives our international transaction revenue, for the three months ended September 30, 2026, increased 14% on a constant-dollar basis over the prior year. Total cross-border volume on a constant-dollar basis increased 14% over the prior year.

Total processed transactions, which represent transactions processed by Visa, for the three months ended September 30, 2026, were 74.2 billion, a 10% increase over the prior year.

Fiscal fourth quarter service revenue was $5.3 billion, an increase of 14% over the prior year, and is recognized based on payments volume in the prior quarter. All other revenue categories are recognized based on current quarter activity. Data processing revenue rose 16% over the prior year to $6.2 billion. International transaction revenue grew 8% over the prior year to $4.1 billion. Other revenue of $1.6 billion rose 40% over the prior year. Client incentives were $5.1 billion, up 21% over the prior year.

GAAP operating expenses were $4.9 billion for the fiscal fourth quarter, a 7% increase over the prior year's results, primarily driven by an increase in general and administrative expenses. GAAP operating expenses included the special items as well as the amortization of acquired intangible assets and acquisition-related costs in the current and prior year. Excluding these items, non-GAAP operating expenses increased 12% over the prior year, primarily driven by increases in marketing and personnel expenses.

GAAP non-operating income was $98 million for the fiscal fourth quarter, including $155 million of net equity investment gains. Excluding this item, non-GAAP non-operating expense was $57 million.

GAAP effective income tax rate was 18.5% for the quarter ended September 30, 2026. Excluding the special item related to the deferred tax expense and the related tax impacts from the non-GAAP items, the non-GAAP effective income tax rate was 18.4% for the quarter ended September 30, 2026.

Cash, cash equivalents and investment securities were $14.2 billion at September 30, 2026.

The weighted-average number of diluted shares of class A common stock outstanding was 1.88 billion for the quarter ended September 30, 2026.

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