Visa : Current report filing

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): January 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: [phone] 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

1.500% Senior Notes due 2026 V26 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 January 29, 2026, Visa Inc. (the "Company") issued an earnings release announcing financial results for the Company's fiscal first quarter ended December 31, 2025.

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 January 29, 2026, the Company will host a conference call to discuss its fiscal first quarter ended December 31, 2025 financial results.

Item 8.01 Other Events.

On January 27, 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 March 2, 2026, to all holders of record as of February 10, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1 Earnings Release of Visa Inc., dated January 29, 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: January 29, 2026 By: /s/ Chris Suh

Chris Suh

Chief Financial Officer

‌Visa Reports Fiscal First Quarter 2026 Results

San Francisco, CA, January 29, 2026 - Visa (NYSE: V)

• GAAP net income of $5.9B or $3.03 per share and non-GAAP net income of $6.1B or $3.17 per share

• Net revenue of $10.9B, an increase of 15%, or 13% on a constant-dollar basis

• Growth in payments volume, cross-border volume and processed transactions was strong

• Share repurchases and dividends of $5.1B

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

"Visa delivered a very strong fiscal first quarter with net revenue up 15% year-over-year, GAAP EPS up 17% and non-GAAP EPS up 15%, driven by resilient consumer spending and a strong holiday season, as well as continued strength in value-added services and commercial and money movement solutions. Our purposeful investments in our Visa as a Service stack continue to position us as a payments hyperscaler to deliver technology and infrastructure that redefine what's possible in payments."

Income Statement Summary

In billions, except percentages and per share data. % change is calculated over the comparable prior-year period.	Q1 2026
	USD	% Change

Net Revenue $10.9 15%

GAAP Net Income $5.9 14%

GAAP Earnings Per Share $3.03 17%

Non-GAAP Net Income(1)

Non-GAAP Earnings Per Share(1)

$6.1 12%

$3.17 15%

(1) Refer to Non-GAAP Financial Measures for further details and a reconciliation of the GAAP to non-GAAP measures presented.

Q1 2026

Key Business Drivers

YoY increase / (decrease), volume in constant dollars

Payments Volume 8%

Cross-Border Volume Excluding Intra-Europe(2) 11%

Cross-Border Volume Total 12%

Processed Transactions 9%

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

Fiscal First Quarter 2026 - Financial Highlights

GAAP net income in the fiscal first quarter was $5.9 billion or $3.03 per share, an increase of 14% and 17%, respectively, over prior year's results. Current year's results included special items of $707 million for a litigation provision associated with the interchange multidistrict litigation ("MDL") case and $333 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 $7 million of net losses from equity investments and $66 million from the amortization of acquired intangible assets and acquisition-related costs. Prior year's results included special items of $213 million for severance costs, $39 million for lease consolidation costs and $27 million for a litigation provision associated with the MDL case. Prior year's results also included $75 million of net losses from equity investments and $80 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 $6.1 billion or $3.17 per share, increases of 12% and 15%, respectively, over prior year's results (refer to Non-GAAP Financial Measures for further details). GAAP earnings per share increase was approximately 16% 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 14% on a constant-dollar basis. All references to earnings per share assume fully diluted class A share count.

Net revenue in the fiscal first quarter was $10.9 billion, an increase of 15%, 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 September 30, 2025, on which fiscal first quarter service revenue is recognized, increased 9% over the prior year on a constant-dollar basis.

Payments volume for the three months ended December 31, 2025 increased 8% 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 December 31, 2025, increased 11% on a constant-dollar basis over the prior year. Total cross-border volume on a constant-dollar basis increased 12% over the prior year.

Total processed transactions, which represent transactions processed by Visa, for the three months ended December 31, 2025, were 69.4 billion, a 9% increase over the prior year.

Fiscal first quarter service revenue was $4.8 billion, an increase of 13% 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 $5.5 billion. International transaction revenue grew 6% over the prior year to $3.7 billion. Other revenue of $1.2 billion rose 33% over the prior year. Client incentives were $4.3 billion, up 12% over the prior year.

GAAP operating expenses were $4.2 billion for the fiscal first quarter, a 27% increase over the prior year's results, primarily driven by an increase in the litigation provision. 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 16% over the prior year, primarily driven by increases in personnel, marketing and general and administrative expenses.

GAAP non-operating expense was $11 million for the fiscal first quarter, including $7 million of net equity investment losses. Excluding this item, non-GAAP non-operating expense was $4 million.

GAAP effective income tax rate was 13.0% for the quarter ended December 31, 2025, including the special item related to the deferred tax benefit and the tax impacts from the non-GAAP items. Excluding these items, the non-GAAP effective income tax rate was 18.4% for the quarter ended December 31, 2025.

Cash, cash equivalents and investment securities were $16.9 billion at December 31, 2025.

The weighted-average number of diluted shares of class A common stock outstanding was 1.93 billion for the quarter ended December 31, 2025.

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