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): February 3, 2026
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
(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 | ||||||||||||||||||
| 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 8.01. Other Events.
On February 3, 2026, Visa Inc. (the “Company”) announced an offering of $900,000,000 of its 3.800% Senior Notes due 2029 (the “2029 Notes”), $750,000,000 of its 4.100% Senior Notes due 2031 (the “2031 Notes”), $700,000,000 of its 4.400% Senior Notes due 2033 (the “2033 Notes”) and $650,000,000 of its 4.700% Senior Notes due 2036 (the “2036 Notes,” and together with the 2029 Notes, the 2031 Notes and the 2033 Notes, the “Notes”).
The Notes were offered and sold pursuant to an Underwriting Agreement (the “Underwriting Agreement”) dated February 3, 2026 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 February 3, 2026, together with the accompanying prospectus dated July 24, 2024, relating to the offer and sale of the Notes. The Notes were issued on February 12, 2026 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 | 3.800% Senior Notes due 2029 | 4.100% Senior Notes due 2031 | 4.400% Senior Notes due 2033 | 4.700% Senior Notes due 2036 | ||||||||||
Aggregate principal amount sold | $900,000,000 | $750,000,000 | $700,000,000 | $650,000,000 | ||||||||||
Maturity date | February 12, 2029 | February 12, 2031 | February 12, 2033 | February 12, 2036 | ||||||||||
Public offering price | 99.885% of the principal amount | 99.866% of the principal amount | 99.744% of the principal amount | 99.881% of the principal amount | ||||||||||
Interest payment dates | Semi-annually on each February 12 and August 12 commencing on August 12, 2026 | Semi-annually on each February 12 and August 12 commencing on August 12, 2026 | Semi-annually on each February 12 and August 12 commencing on August 12, 2026 | Semi-annually on each February 12 and August 12 commencing on August 12, 2026 | ||||||||||
| Coupon | 3.800% | 4.100% | 4.400% | 4.700% | ||||||||||
Optional redemption | Prior to January 12, 2029, make-whole call at the applicable Treasury Rate (as defined in the 2029 Notes) plus 5 basis points; par call at any time thereafter | Prior to January 12, 2031, make-whole call at the applicable Treasury Rate (as defined in the 2031 Notes) plus 5 basis points; par call at any time thereafter | Prior to December 12, 2032, make-whole call at the applicable Treasury Rate (as defined in the 2033 Notes) plus 10 basis points; par call at any time thereafter | Prior to November 12, 2035, make-whole call at the applicable Treasury Rate (as defined in the 2036 Notes) plus 10 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 2029 Notes, the 2031 Notes, the 2033 Notes and the 2036 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | ||||
| Underwriting Agreement dated February 3, 2026 among Visa Inc. and the several underwriters named therein | |||||
| Form of 3.800% Senior Notes due 2029 | |||||
| Form of 4.100% Senior Notes due 2031 | |||||
| Form of 4.400% Senior Notes due 2033 | |||||
| Form of 4.700% Senior Notes due 2036 | |||||
| Opinion of Davis Polk & Wardwell LLP | |||||
| Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) | |||||
| 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: | February 12, 2026 | By: | /s/ Chris Suh | |||||||||||
| Chris Suh | ||||||||||||||
Chief Financial Officer | ||||||||||||||