Form 8-K
8-K — VISA INC.
Accession: 0001403161-26-000103
Filed: 2026-07-28
Period: 2026-07-28
CIK: 0001403161
SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)
Item: Results of Operations and Financial Condition
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — v-20260728.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (q32026earningsrelease.htm)
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8-K
8-K (Primary)
Filename: v-20260728.htm · Sequence: 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 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) 432-3200
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On July 28, 2026, Visa Inc. (the "Company") issued an earnings release announcing financial results for the Company's fiscal third quarter ended June 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 July 28, 2026, the Company will host a conference call to discuss its fiscal third quarter ended June 30, 2026 financial results.
Item 8.01 Other Events.
On July 28, 2026, the Company’s board of directors declared a quarterly cash dividend in the amount of $0.670 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 September 1, 2026, to all holders of record as of August 11, 2026.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1
Earnings Release of Visa Inc., dated July 28, 2026
104 Cover Page Interactive Data File (formatted as Inline XBRL)
SIGNATURES
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:
July 28, 2026
By:
/s/ Chris Suh
Chris Suh
Chief Financial Officer
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: q32026earningsrelease.htm · Sequence: 2
Document
Visa Reports Fiscal Third Quarter 2026 Results
San Francisco, CA, July 28, 2026 – Visa (NYSE: V)
•GAAP net income of $5.6B or $2.97 per share and non-GAAP net income of $6.3B or $3.32 per share
•Net revenue of $11.6B, an increase of 14%, or 13% on a constant-dollar basis
•Growth in payments volume, cross-border volume and processed transactions was strong
•Share repurchases and dividends of $6.2B
Income Statement Summary
In billions, except percentages and per share data.
% change is calculated over the comparable prior-year period. Q3 2026
Ryan McInerney, Chief Executive Officer, Visa, commented on the results:
USD % Change
Net Revenue
$11.6 14%
"Visa delivered a strong fiscal third quarter, with net revenue up 14% year-over-year, GAAP EPS up 10% and non-GAAP EPS up 11%. Consumer and business spending remains resilient, and our strategy continues to deliver strong performance across consumer payments, commercial and money movement solutions and value-added services. As the leading hyperscaler of payments globally, we are designing, building and shipping products at an increased velocity, positioning Visa, our clients and the ecosystem to capture the opportunities ahead and drive growth."
GAAP Net Income
$5.6 7%
GAAP Earnings Per Share
$2.97 10%
Non-GAAP Net Income(1)
$6.3 8%
Non-GAAP Earnings Per Share(1)
$3.32 11%
(1) Refer to Non-GAAP Financial Measures for further details and a reconciliation of the GAAP to non-GAAP measures presented.
Key Business Drivers
YoY increase / (decrease), volume in constant dollars Q3 2026
Payments Volume 10%
Cross-Border Volume Excluding Intra-Europe(2)
12%
Cross-Border Volume Total 13%
Processed Transactions 10%
(2) Cross-border volume excluding transactions within Europe.
Fiscal Third Quarter 2026 — Financial Highlights
GAAP net income in the fiscal third quarter was $5.6 billion or $2.97 per share, an increase of 7% and 10%, respectively, over prior year’s results. Current year's results included special items of $563 million for severance costs, $237 million for a litigation provision associated with the interchange multidistrict litigation ("MDL") case and $18 million for a deferred tax benefit recognized due to a change in the U.S. taxation of certain foreign earnings. Current year's results also included $9 million of net losses from equity investments and $78 million from the amortization of acquired intangible assets and acquisition-related costs. Prior year's results included a special item of $615 million for a litigation provision associated with the MDL case and other legal matters, $35 million of net losses from equity investments and $73 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 $6.3 billion or $3.32 per share, increases of 8% and 11%, respectively, over prior year’s results (refer to Non-GAAP Financial Measures for further details). GAAP earnings per share increase was approximately 9% 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 11% on a constant-dollar basis. All references to earnings per share assume fully diluted class A share count.
Net revenue in the fiscal third quarter was $11.6 billion, an increase of 14%, 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 March 31, 2026, on which fiscal third quarter service revenue is recognized, increased 9% over the prior year on a constant-dollar basis.
Payments volume for the three months ended June 30, 2026 increased 10% 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 June 30, 2026, increased 12% on a constant-dollar basis over the prior year. Total cross-border volume on a constant-dollar basis increased 13% over the prior year.
Total processed transactions, which represent transactions processed by Visa, for the three months ended June 30, 2026, were 71.7 billion, a 10% increase over the prior year.
Fiscal third quarter service revenue was $4.9 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 17% over the prior year to $6.0 billion. International transaction revenue grew 6% over the prior year to $3.9 billion. Other revenue of $1.5 billion rose 45% over the prior year. Client incentives were $4.7 billion, up 18% over the prior year.
GAAP operating expenses were $4.8 billion for the fiscal third quarter, a 19% increase over the prior year's results, primarily driven by an increase in personnel 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 17% over the prior year, primarily driven by increases in marketing and personnel expenses.
GAAP non-operating expense was $44 million for the fiscal third quarter, including $9 million of net equity investment losses. Excluding this item, non-GAAP non-operating expense was $35 million.
GAAP effective income tax rate was 17.6% for the quarter ended June 30, 2026. Excluding the special item related to the deferred tax benefit and the related tax impacts from the non-GAAP items, the non-GAAP effective income tax rate was 18.4% for the quarter ended June 30, 2026.
Cash, cash equivalents and investment securities were $13.9 billion at June 30, 2026.
The weighted-average number of diluted shares of class A common stock outstanding was 1.90 billion for the quarter ended June 30, 2026.
2
Other Notable Items
On May 12, 2026, Visa settled its previously announced exchange offer for class B-1 common stock and class B-2 common stock (together, "eligible class B common stock"). The exchange offer allowed each participating holder of eligible class B common stock to exchange their shares of eligible class B common stock for a combination of Visa's class B-3 common stock, Visa's class C common stock and, where applicable, cash in lieu of fractional shares.
On June 25, 2026, Visa deposited $250 million into its litigation escrow account, which was previously established under the Company’s U.S. retrospective responsibility plan to insulate the Company and class A common stockholders from financial liability for certain litigation cases. This deposit has the same economic effect on earnings per share as repurchasing the Company's class A common stock as it reduced each of the as-converted class B-1 common stock, class B-2 common stock and class B-3 common stock share counts at a volume-weighted average price of $333.42.
During the three months ended June 30, 2026, Visa repurchased approximately 14.5 million shares of class A common stock at an average cost of $330.71 per share for $4.9 billion. The Company had $28.4 billion of remaining authorized funds for share repurchases as of June 30, 2026.
On July 28, 2026, the board of directors declared a quarterly cash dividend of $0.670 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 September 1, 2026, to all holders of record as of August 11, 2026.
Fiscal Third Quarter 2026 Earnings Results Call Details
Visa’s executive management team will host a live audio webcast beginning at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) today to discuss the financial results and business highlights. All interested parties are invited to listen to the live webcast at investor.visa.com. A replay of the webcast will be available on the Visa Investor Relations website for 30 days. Investor information, including supplemental financial information and operational performance data, is available on the Visa Investor Relations website at investor.visa.com.
3
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to, among other things, our future operations, prospects, developments, strategies, business growth, anticipated timing and benefits of our acquisitions, and financial outlook. Forward-looking statements generally are identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “projects,” “outlook,” “could,” “should,” “will,” “continue” and other similar expressions. All statements other than statements of historical fact could be forward-looking statements, which speak only as of the date they are made, are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond our control and are difficult to predict.
Actual results or outcomes, or the timing of our results or outcomes, could differ materially from those expressed in, or implied by, our forward-looking statements due to a variety of factors, including, but not limited to:
•impact of complex and evolving global regulations;
•increased scrutiny and regulation of the global payments industry;
•impact of government-imposed obligations and/or restrictions on international payments systems;
•impact of laws and regulations regarding the handling of personal data, including laws and regulations related to privacy, cybersecurity and AI;
•impact of tax examinations or disputes, or changes in tax laws;
•outcome of litigation or investigations;
•intense competition in our industry;
•dependence on our client and seller base, which may be costly to win, retain and develop;
•continued push to lower acceptance costs and challenge industry practices;
•dependence on relationships with financial institutions, acquirers, processors, sellers, payment facilitators, ecommerce platforms, fintechs and other third parties;
•our inability to maintain and enhance our brand;
•impact of global economic, political, market, health and social events or conditions;
•our ability to adjust to evolving corporate responsibility and sustainability matters and related regulations;
•exposure to significant risk of loss or reduction of liquidity due to our indemnification obligation to fund settlement losses of our clients;
•failure to anticipate, adapt to, or keep pace with, new technologies in the payments industry;
•a disruption, failure or breach of our networks or systems, including as a result of cyber incidents or attacks;
•our inability to achieve the anticipated benefits of our acquisitions, joint ventures or strategic investments;
•our inability to attract, hire and retain a highly qualified workforce, including key management;
•the conversions of our class B-1, B-2, B-3 and class C common stock or series A, B and C preferred stock into shares of class A common stock would result in voting dilution to, and could adversely impact the market price of, our existing class A common stock;
•differing interests between holders of our class B-1, B-2, B-3 and C common stock and series A, B and C preferred stock compared to our class A common stock concerning certain significant transactions; and
•other factors described in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended September 30, 2025, and any subsequent reports on Forms 10-Q and 8-K.
Except as required by law, we do not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise.
About Visa
Visa (NYSE: V) is a world leader in digital payments, facilitating transactions between consumers, sellers, financial institutions and government entities across more than 200 countries and territories. Our mission is to connect the world through the most innovative, convenient, reliable and secure payments network, enabling individuals, businesses and economies to thrive. We believe that economies that include everyone everywhere, uplift everyone everywhere and see access as foundational to the future of money movement. Learn more at Visa.com.
Contacts
Investor Relations
Jennifer Como, 650-432-7644
InvestorRelations@visa.com
Media Relations
Fletcher Cook, 650-432-2990
Press@visa.com
4
Fiscal Third Quarter 2026 — Financial Summary
INCOME STATEMENT SUMMARY
Three Months Ended
June 30, 2026 YoY Change
(in millions, except percentages and per share data)
GAAP
Revenue
Service revenue $ 4,922 14 %
Data processing revenue 6,042 17 %
International transaction revenue 3,853 6 %
Other revenue 1,496 45 %
Client incentives (4,680) 18 %
Net revenue $ 11,633 14 %
Total operating expenses $ 4,756 19 %
Non-operating income (expense) (44) (128 %)
Effective income tax rate 17.6 % 1 ppt
Net income $ 5,628 7 %
Earnings per share $ 2.97 10 %
Non-GAAP(1)
Total operating expenses $ 3,878 17 %
Non-operating income (expense) (35) (119 %)
Effective income tax rate 18.4 % 1 ppt
Net income $ 6,296 8 %
Earnings per share $ 3.32 11 %
(1) Refer to Non-GAAP Financial Measures for further details.
KEY BUSINESS DRIVERS
YoY Change
Constant Nominal
Payments volume 10% 11%
Cross-border volume excluding intra-Europe(2)
12% 14%
Cross-border volume total 13% 15%
Processed transactions 10% 10%
(2) Cross-border volume excluding transactions within Europe.
5
Visa Consolidated Balance Sheets (unaudited)
June 30,
2026 September 30,
2025
(in millions, except per share data)
Assets
Cash and cash equivalents $ 12,359 $ 17,164
Restricted cash equivalents—U.S. litigation escrow 888 2,990
Investment securities 1,433 1,833
Settlement receivable 2,400 4,191
Accounts receivable 3,527 3,126
Customer collateral 4,310 3,625
Current portion of client incentives 2,523 2,158
Prepaid expenses and other current assets 3,562 2,679
Total current assets 31,002 37,766
Investment securities 150 999
Client incentives 5,884 5,157
Property, equipment and technology, net 4,858 4,236
Goodwill 20,825 19,879
Intangible assets, net 27,532 27,646
Other assets 4,339 3,944
Total assets $ 94,590 $ 99,627
Liabilities
Accounts payable $ 553 $ 555
Settlement payable 3,277 4,568
Customer collateral 4,310 3,625
Accrued compensation and benefits 2,219 1,863
Client incentives 11,429 10,369
Accrued liabilities 5,409 5,466
Current maturities of debt 2,996 5,569
Accrued litigation 1,274 3,033
Total current liabilities 31,467 35,048
Long-term debt 20,862 19,602
Deferred tax liabilities 5,219 5,549
Other liabilities 1,864 1,519
Total liabilities 59,412 61,718
Equity
Preferred stock, $0.0001 par value, 5 shares issued and outstanding as of June 30, 2026 and September 30, 2025
514 745
Common stock, $0.0001 par value:
Class A common stock, 1,702 and 1,691 shares issued and outstanding as of June 30, 2026 and September 30, 2025, respectively
— —
Class B-1, B-2 and B-3 total common stock, 63 and 125 shares issued and outstanding as of June 30, 2026 and September 30, 2025, respectively
— —
Class C common stock, 18 and 9 shares issued and outstanding as of June 30, 2026 and September 30, 2025, respectively
— —
Right to recover for covered losses (111) (124)
Additional paid-in capital 22,168 21,934
Accumulated income 12,753 15,106
Accumulated other comprehensive income (loss):
Investment securities 2 12
Defined benefit pension and other postretirement plans (25) (32)
Derivative instruments (129) (307)
Foreign currency translation adjustments 6 575
Total accumulated other comprehensive income (loss) (146) 248
Total equity 35,178 37,909
Total liabilities and equity $ 94,590 $ 99,627
6
Visa Consolidated Statements of Operations (unaudited)
Three Months Ended
June 30, Nine Months Ended
June 30,
2026 2025 2026 2025
(in millions, except per share data)
Net revenue $ 11,633 $ 10,172 $ 33,764 $ 29,276
Operating Expenses
Personnel 2,458 1,749 6,063 5,219
Marketing 649 421 1,604 1,108
Network and processing 280 224 773 655
Professional fees 246 187 692 503
Depreciation and amortization 367 317 1,026 904
General and administrative 503 482 1,468 1,382
Litigation provision 253 615 1,290 1,659
Total operating expenses 4,756 3,995 12,916 11,430
Operating income 6,877 6,177 20,848 17,846
Non-operating Income (Expense)
Interest expense (194) (39) (566) (379)
Investment income (expense) and other 150 195 451 504
Total non-operating income (expense) (44) 156 (115) 125
Income before income taxes 6,833 6,333 20,733 17,971
Income tax provision 1,205 1,061 3,231 3,003
Net income $ 5,628 $ 5,272 $ 17,502 $ 14,968
Basic Earnings Per Share
Class A common stock $ 2.97 $ 2.69 $ 9.15 $ 7.60
Class B-1 common stock $ 4.59 $ 4.21 $ 14.18 $ 11.88
Class B-2 common stock $ 4.47 $ 4.13 $ 13.85 $ 11.70
Class B-3 common stock(1)
$ 4.47 $ — $ 13.77 $ —
Class C common stock $ 11.87 $ 10.78 $ 36.58 $ 30.39
Basic Weighted-average Shares Outstanding
Class A common stock 1,673 1,709 1,678 1,720
Class B-1 common stock 3 5 4 5
Class B-2 common stock 53 120 98 120
Class B-3 common stock(1)
34 — 11 —
Class C common stock 18 9 12 9
Diluted Earnings Per Share
Class A common stock $ 2.97 $ 2.69 $ 9.14 $ 7.59
Class B-1 common stock $ 4.59 $ 4.20 $ 14.17 $ 11.87
Class B-2 common stock $ 4.47 $ 4.13 $ 13.83 $ 11.69
Class B-3 common stock(1)
$ 4.47 $ — $ 13.76 $ —
Class C common stock $ 11.86 $ 10.77 $ 36.55 $ 30.35
Diluted Weighted-average Shares Outstanding
Class A common stock 1,898 1,959 1,916 1,973
Class B-1 common stock 3 5 4 5
Class B-2 common stock 53 120 98 120
Class B-3 common stock(1)
34 — 11 —
Class C common stock 18 9 12 9
(1) No shares of class B-3 common stock were outstanding prior to the class B-1 and B-2 common stock exchange offer.
7
Visa Consolidated Statements of Cash Flows (unaudited)
Nine Months Ended
June 30,
2026 2025
(in millions)
Operating Activities
Net income $ 17,502 $ 14,968
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Client incentives 13,194 11,503
Share-based compensation 728 706
Depreciation and amortization 1,026 904
Deferred income taxes (638) 347
VE territory covered losses (108) (22)
(Gains) losses on equity investments, net 31 133
Other 16 70
Change in operating assets and liabilities:
Settlement receivable 1,761 (211)
Accounts receivable (368) (334)
Client incentives (13,121) (11,253)
Other assets (832) (18)
Accounts payable (28) (14)
Settlement payable (1,436) 619
Accrued and other liabilities 373 (1,199)
Accrued litigation (1,758) 622
Net cash provided by (used in) operating activities 16,342 16,821
Investing Activities
Purchases of property, equipment and technology (1,178) (1,093)
Purchases of investment securities (50) —
Proceeds from maturities and sales of investment securities 1,280 2,468
Acquisitions, net of cash, cash equivalents, restricted cash and restricted cash equivalents acquired (705) (887)
Purchases of other investments (97) (41)
Other investing activities (5) (43)
Net cash provided by (used in) investing activities (755) 404
Financing Activities
Repurchases of class A common stock (16,430) (13,389)
Repayments of senior notes (5,565) —
Dividends paid (3,852) (3,488)
Proceeds from issuance of senior notes 2,995 3,924
Net proceeds from issuance (repayments) of commercial paper 1,496 —
Proceeds from stock issued under equity plans 204 341
Taxes paid related to stock issued under equity plans (272) (254)
Other financing activities (116) (97)
Net cash provided by (used in) financing activities (21,540) (12,963)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents
(266) 416
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents
(6,219) 4,678
Cash, cash equivalents, restricted cash and restricted cash equivalents as of beginning of period
24,987 19,763
Cash, cash equivalents, restricted cash and restricted cash equivalents as of end of period
$ 18,768 $ 24,441
Supplemental Disclosure
Cash paid for income taxes, net(1)
$ 4,887 $ 3,587
Interest payments on debt $ 600 $ 539
Accruals related to purchases of property, equipment and technology $ 125 $ 51
(1) For the nine months ended June 30, 2026 and 2025, the amount includes cash paid for federal transferable tax credits of $1.8 billion and $1.3 billion, respectively.
8
Visa Quarterly Results of Operations (unaudited)
Fiscal 2026 Quarter Ended Fiscal 2025 Quarter Ended
June 30,
2026 March 31,
2026 December 31,
2025 September 30,
2025 June 30,
2025
(in millions)
Net revenue $ 11,633 $ 11,230 $ 10,901 $ 10,724 $ 10,172
Operating Expenses
Personnel 2,458 1,841 1,764 1,742 1,749
Marketing 649 545 410 576 421
Network and processing 280 260 233 239 224
Professional fees 246 238 208 256 187
Depreciation and amortization 367 333 326 316 317
General and administrative 503 450 515 544 482
Litigation provision 253 329 708 903 615
Total operating expenses 4,756 3,996 4,164 4,576 3,995
Operating income 6,877 7,234 6,737 6,148 6,177
Non-operating Income (Expense)
Interest expense (194) (178) (194) (210) (39)
Investment income (expense) and other 150 118 183 285 195
Total non-operating income (expense) (44) (60) (11) 75 156
Income before income taxes 6,833 7,174 6,726 6,223 6,333
Income tax provision 1,205 1,153 873 1,133 1,061
Net income $ 5,628 $ 6,021 $ 5,853 $ 5,090 $ 5,272
9
Visa Non-GAAP Financial Measures (unaudited)
We use non-GAAP financial measures of our performance which exclude certain items which we believe are not representative of our continuing operations, as they may be non-recurring or have no cash impact, and may distort our longer-term operating trends. Constant-dollar financial measures are calculated by using a fixed current year U.S. dollar/foreign currency exchange rate for each local currency for the current and prior year periods, which eliminates the impact of foreign currency transactions in measuring financial performance. We consider non-GAAP measures useful to investors because they provide greater transparency into management’s view and assessment of our ongoing operating performance. Non-GAAP financial measures should not be relied upon as substitutes for, or considered in isolation from, measures calculated in accordance with GAAP.
We exclude the following from our GAAP financial results to arrive at our non-GAAP financial results:
•Gains and losses on equity investments. Gains and losses on equity investments include periodic non-cash fair value adjustments and gains and losses upon sale of an investment. These long-term investments are strategic in nature and are primarily private company investments. Gains and losses associated with these investments are tied to the performance of the companies that we invest in and therefore do not correlate to the underlying performance of our business.
•Amortization of acquired intangible assets. Amortization of acquired intangible assets consists of amortization of intangible assets such as technology and customer relationships acquired in connection with business combinations executed beginning in fiscal 2019. Amortization charges for our acquired intangible assets are non-cash and are significantly affected by the timing, frequency and size of our acquisitions, rather than our core operations. As such, we have excluded this amount to facilitate an evaluation of our current operating performance and comparison to our past operating performance.
•Acquisition-related costs. Acquisition-related costs consist primarily of one-time transaction and integration costs associated with our business combinations. These costs include professional fees, technology integration fees, restructuring activities and other direct costs related to the purchase and integration of acquired entities. These costs also include retention equity and deferred compensation when they are agreed upon as part of the purchase price of the transaction but are required to be recognized as expense post-combination. We have excluded these amounts as the expenses are recognized for a limited duration and do not reflect the underlying performance of our business.
•Litigation provision. Litigation provision includes significant accruals related to certain legal matters that are not covered by the U.S. retrospective responsibility plan or the Europe retrospective responsibility plan (uncovered legal matters) and additional accruals associated with the interchange multidistrict litigation which are covered by the U.S. retrospective responsibility plan (U.S. covered litigation). Litigation provision associated with these matters can vary significantly based on the facts and circumstances related to each matter and do not correlate to the underlying performance of our business. For the three and nine months ended June 30, 2026 and 2025, we have excluded these amounts to facilitate a comparison to our past operating performance.
•Deferred tax benefit. For the three and nine months ended June 30, 2026, we recorded a deferred tax benefit within income tax provision due to a change in the U.S. taxation of certain foreign earnings. We have excluded this one-time non-cash benefit as it is not representative of our ongoing operations.
•Severance costs. For the three and nine months ended June 30, 2026, and nine months ended June 30, 2025, we recorded severance costs within personnel expense resulting from actions taken to drive operational efficiencies and reinvest in high-growth opportunities. These costs have been excluded as they are not representative of our ongoing operations.
•Lease consolidation costs. For the nine months ended June 30, 2025, we recorded a charge within general and administrative expense associated with the consolidation of certain leased office spaces. We have excluded this amount as it does not reflect the underlying performance of our business.
10
Visa Non-GAAP Financial Measures (unaudited) - continued
The following tables reconcile our GAAP to non-GAAP financial measures included in this release:
Three Months Ended June 30, 2026
Operating
Expenses Non-
operating
Income
(Expense)
Income
Tax
Provision(1)
Effective
Income
Tax Rate(2)
Net
Income
Diluted
Earnings Per Share(2)
(in millions, except percentages and per share data)
GAAP $ 4,756 $ (44) $ 1,205 17.6 % $ 5,628 $ 2.97
(Gains) losses on equity investments, net — 9 2 7 —
Amortization of acquired intangible assets (64) — 20 44 0.02
Acquisition-related costs (14) — — 14 0.01
Litigation provision (237) — 54 183 0.10
Deferred tax benefit — — 18 (18) (0.01)
Severance costs (563) — 125 438 0.23
Non-GAAP $ 3,878 $ (35) $ 1,424 18.4 % $ 6,296 $ 3.32
Nine Months Ended June 30, 2026
Operating
Expenses Non-
operating
Income
(Expense)
Income
Tax
Provision(1)
Effective
Income
Tax Rate(2)
Net
Income
Diluted
Earnings Per Share(2)
(in millions, except percentages and per share data)
GAAP $ 12,916 $ (115) $ 3,231 15.6 % $ 17,502 $ 9.14
(Gains) losses on equity investments, net — 31 7 24 0.01
Amortization of acquired intangible assets (168) — 47 121 0.06
Acquisition-related costs (62) — 7 55 0.03
Litigation provision (1,255) — 282 973 0.51
Deferred tax benefit — — 351 (351) (0.18)
Severance costs (563) — 125 438 0.23
Non-GAAP $ 10,868 $ (84) $ 4,050 17.8 % $ 18,762 $ 9.79
Three Months Ended June 30, 2025
Operating
Expenses Non-
operating
Income
(Expense)
Income
Tax
Provision(1)
Effective
Income
Tax Rate(2)
Net
Income
Diluted
Earnings Per Share(2)
(in millions, except percentages and per share data)
GAAP $ 3,995 $ 156 $ 1,061 16.7 % $ 5,272 $ 2.69
(Gains) losses on equity investments, net — 35 7 28 0.01
Amortization of acquired intangible assets (54) — 14 40 0.02
Acquisition-related costs (19) — 1 18 0.01
Litigation provision (615) — 139 476 0.24
Non-GAAP $ 3,307 $ 191 $ 1,222 17.3 % $ 5,834 $ 2.98
11
Visa Non-GAAP Financial Measures (unaudited) - continued
Nine Months Ended June 30, 2025
Operating
Expenses Non-
operating
Income
(Expense)
Income
Tax
Provision(1)
Effective
Income
Tax Rate(2)
Net
Income
Diluted
Earnings Per Share(2)
(in millions, except percentages and per share data)
GAAP $ 11,430 $ 125 $ 3,003 16.7 % $ 14,968 $ 7.59
(Gains) losses on equity investments, net — 133 29 104 0.05
Amortization of acquired intangible assets (164) — 41 123 0.06
Acquisition-related costs (85) — 6 79 0.04
Severance costs (213) — 45 168 0.08
Lease consolidation costs (39) — 9 30 0.02
Litigation provision (1,634) — 367 1,267 0.64
Non-GAAP $ 9,295 $ 258 $ 3,500 17.3 % $ 16,739 $ 8.49
(1)Determined by applying applicable tax rates.
(2)Figures in the table may not recalculate exactly due to rounding. Effective income tax rate, diluted earnings per share and their respective totals are calculated based on unrounded numbers.
12
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