# VISA INC. (V) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_ada50dbb50c8b6199618 · retrieved 2026-08-12T21:27:04.978Z

## Overview
Visa Inc. is a global payments technology company that operates a network facilitating electronic fund transfers and payment transactions.

On February 13, 2026, Visa Inc. announced that its Board of Directors authorized the Company to proceed with a successive exchange offer for outstanding Class B common stock, contingent on two conditions being satisfied: (1) one year passing since the initial Class B-1 exchange offer (met), and (2) estimated interchange reimbursement fees in unresolved U.S. covered litigation declining by 50% or more from October 1, 2023 levels. The estimated fees fell from approximately $49.6 billion as of October 1, 2023 to approximately $39.4 billion as of October 1, 2025, representing a 20.6% reduction. Visa expects the second condition to be satisfied upon dismissal of certain claims in 7-Eleven, Inc., et al. v. Visa Inc. (expected within several weeks). Once both conditions are met, Visa will file a Form S-4 registration statement. The exchange offer will permit holders of Class B-1 and Class B-2 common stock to exchange their shares for a combination of Class B-3 common stock (subject to transfer restrictions) and freely transferable Class C common stock.

## Terms
- Consideration: stock

## Key dates
- Announced 2026-02-13

## Timeline
- 2026-02-13 · 425 (0001403161-26-000050): 425 - VISA INC. — *Visa Inc. is a global payments technology company that operates a network facilitating electronic fund transfers and payment transactions.* On February 13, 2026, Visa Inc. announced that its Board of Directors authorized the Company to proceed with a successive exchange offer for outstanding Class B common stock, contingent on two conditions being satisfied: (1) one year passing since the initial Class B-1 exchange offer (met), and (2) estimated interchange reimbursement fees in unresolved U.S. covered litigation declining by 50% or more from October 1, 2023 levels. The estimated fees fell from approximately $49.6 billion as of October 1, 2023 to approximately $39.4 billion as of October 1, 2025, representing a 20.6% reduction. Visa expects the second condition to be satisfied upon dismissal of certain claims in 7-Eleven, Inc., et al. v. Visa Inc. (expected within several weeks). Once both conditions are met, Visa will file a Form S-4 registration statement. The exchange offer will permit holders of Class B-1 and Class B-2 common stock to exchange their shares for a combination of Class B-3 common stock (subject to transfer restrictions) and freely transferable Class C common stock.
  https://www.sec.gov/Archives/edgar/data/1403161/0001403161-26-000050.txt

## Citations
- 0001403161-26-000050 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000140316126000050