v-20250430


☐			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 CFR240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

New York Stock Exchange

1.500% Senior Notes due 2026

V26

New York Stock Exchange

2.000% Senior Notes due 2029

V29

New York Stock Exchange

2.375% Senior Notes due 2034

V34

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 April 30, 2025, Visa Inc. (the “Company”) announced an offering of €1,250,000,000 of its 2.250% Senior Notes due 2028 (the “2028 Notes”), €1,000,000,000 of its 3.125% Senior Notes due 2033 (the “2033 Notes”), €650,000,000 of its 3.500% Senior Notes due 2037 (the “2037 Notes”), and €600,000,000 of its 3.875% Senior Notes due 2044 (the “2044 Notes”) (the “2044 Notes,” and together with the 2028 Notes, 2033 Notes and 2037 Notes, the “Notes”).

The Notes were offered and sold pursuant to an Underwriting Agreement (the “Underwriting Agreement”) dated April 30, 2025 among the Company and the several underwriters named therein, under the Company’s automatic shelf registration statement as amended (the “Registration Statement”) on Form S-3 (Registration No. 333-280966), filed with the Securities and Exchange Commission (the “SEC”) on July 24, 2024. The Company has filed with the SEC a prospectus supplement dated April 30, 2025, together with the accompanying prospectus dated July 24, 2024, relating to the offer and sale of the Notes. The Notes were issued on May 15, 2025 pursuant to an indenture dated as of December 14, 2015 (the “Indenture”) between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee. The Notes are unsecured obligations of the Company. The Indenture also contains customary event of default provisions. The following table summarizes information about the Notes and the offering thereof.

Title of securities

2.250% Senior Notes due 2028

3.125% Senior Notes due 2033

3.500% Senior Notes due 2037

3.875% Senior Notes due 2044

Aggregate principal amount sold

€1,250,000,000

€1,000,000,000

€650,000,000

€600,000,000

Maturity date

May 15, 2028

May 15, 2033

May 15, 2037

May 15, 2044

Public offering price

99.462% of the principal amount

99.993% of the principal amount

99.480% of the principal amount

98.801% of the principal amount

Interest payment date

Annually on each May 15, commencing on May 15, 2026.

Coupon

2.250%

3.125%

3.500%

3.875%

Optional redemption

Prior to April 15, 2028, make-whole call at the applicable Comparable Government Bond Rate (as defined in the 2028 Note) plus 10 basis points; par call at any time thereafter

Prior to February 15, 2033, make-whole call at the applicable Comparable Government Bond Rate (as defined in the 2033 Note) plus 15 basis points; par call at any time thereafter

Prior to February 15, 2037, make-whole call at the applicable Comparable Government Bond Rate (as defined in the 2037 Note) plus 15 basis points; par call at any time thereafter

Prior to November 15, 2043, make-whole call at the applicable Comparable Government Bond Rate (as defined in the 2044 Note) plus 20 basis points; par call at any time thereafter

The above description of the Underwriting Agreement, the Indenture and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the Indenture and the forms of the Notes. Each of the Underwriting Agreement and the forms of the 2028 Notes, 2033 Notes, 2037 Notes and 2044 Notes are incorporated by reference into the Registration Statement and are attached to this Current Report on Form 8-K as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4, respectively. The Indenture was previously incorporated by reference into the Registration Statement pursuant to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 14, 2015. An opinion regarding the legality of the Notes is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 5.1; and a consent relating to such incorporation of such opinion is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 23.1 by reference to its inclusion within Exhibit 5.1.


Exhibit Number						Description
1.1						Underwriting Agreement dated April 30, 2025 among Visa Inc. and the several underwriters named therein
4.1						Form of 2.250% Senior Notes due 2028
4.2						Form of 3.125% Senior Notes due 2033
4.3						Form of 3.500% Senior Notes due 2037
4.4						Form of 3.875% Senior Notes due 2044
5.1						Opinion of Davis Polk & Wardwell LLP
23.1						Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
104						Cover Page Interactive Data File (formatted as Inline XBRL)


Delaware (State or Other Jurisdiction of Incorporation)	001-33977 (Commission File Number)		26-0267673 (IRS Employer Identification No.)

P.O. Box 8999 San Francisco, California (Address of Principal Executive Offices)		94128-8999 (Zip Code)