Item 8.01. Other Events.

On May 24, 2022, Visa Inc. (the "Company") announced an offering of €1,350,000,000 of its 1.500% Senior Notes due 2026 (the "2026 Notes"), €1,000,000,000 of its 2.000% Senior Notes due 2029 (the "2029 Notes") and €650,000,000 of its 2.375% Senior Notes due 2034 (the "2034 Notes," and together with the 2026 Notes and 2029 Notes, the "Notes").

The Company received net proceeds of approximately $3.14 billion, after deducting underwriting discounts and estimated offering expenses payable by the Company. The net proceeds from the offering of the Notes will be used for general corporate purposes, which may include, among other things, the refinancing of existing indebtedness.

The Notes were offered and sold pursuant to an Underwriting Agreement (the "Underwriting Agreement") dated May 24, 2022 among the Company and J.P. Morgan Securities plc, Barclays Bank PLC, Citigroup Global Markets Limited, HSBC Bank plc and Merrill Lynch International, as representatives of the several underwriters named therein, under the Company's automatic shelf registration statement as amended (the "Registration Statement") on Form S-3 (Registration No. 333-258258), filed with the Securities and Exchange Commission (the "SEC") on July 29, 2021. The Company has filed with the SEC a prospectus supplement dated May 24, 2022, together with the accompanying prospectus dated July 29, 2021, relating to the offer and sale of the Notes. The Notes were issued on June 1, 2022 pursuant to the Indenture dated as of December 14, 2015 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                                 2.000% Senior     2.375% Senior
                                   1.500% Senior    Notes             Notes
                                   Notes due 2026   due 2029          due 2034

Aggregate principal amount sold €1,350,000,000 €1,000,000,000 €650,000,000



Maturity date                      June 15, 2026    June 15, 2029     June 15, 2034

Public offering price              99.542% of the   99.675% of the    99.030% of the
                                   principal        principal         principal
                                   amount           amount            amount

Interest payment date              Annually on      Annually on       Annually on
                                   each June 15,    each June 15,     each June 15,
                                   commencing       commencing        commencing
                                   on June 15,      on June 15,       on June 15,
                                   2023             2023              2023

Coupon                             1.500%           2.000%            2.375%

Optional redemption                Prior to         Prior to          Prior to
                                   May 15, 2026,    April 15, 2029,   March 15, 2034,
                                   make-whole       make-whole call   make-whole call
                                   call at the      at the            at the
                                   applicable       applicable        applicable
                                   Comparable       Comparable        Comparable
                                   Government       Government Bond   Government Bond
                                   Bond (as         (as defined in    (as defined in
                                   defined in the   the 2029          the 2034
                                   2026 Note)       Note) plus 20     Note) plus 25
                                   plus 20 basis    basis             basis
                                   points; par      points; par       points; par
                                   call at any      call at any       call at any
                                   time             time thereafter   time thereafter
                                   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 Notes. Each of the Underwriting Agreement and the forms of the 2026 Notes, 2029 Notes and 2034 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 and Exhibit 4.3, 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.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



   1.1       Underwriting Agreement dated May 24, 2022 among Visa Inc. and J.P.
             Morgan Securities plc, Barclays Bank PLC, Citigroup Global Markets
             Limited, HSBC Bank plc and Merrill Lynch International, as
             representatives of the several underwriters named therein

   4.1       Form of 1.500% Senior Notes due 2026

   4.2       Form of 2.000% Senior Notes due 2029

   4.3       Form of 2.375% Senior Notes due 2034

   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)

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