V Visa Inc

On May 31, 2017, Visa Inc. (the “Company”), in connection with a registered underwritten public offering of its class A common stock (the “Offering”), entered into an underwriting agreement (the “Underwriting Agreement”) with Visa Foundation (the “Selling Stockholder”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriter”), pursuant to which the Selling Stockholder agreed to sell to the Underwriter an aggregate of 2,199,180 shares of class A common stock of the Company. The Company did not receive any proceeds from the sale of shares of class A common stock by the Selling Stockholder.

A copy of the Underwriting Agreement is contained in Exhibit 1.1 hereto, which exhibit is incorporated by reference into this Item 8.01. The above description is qualified in its entirety by reference to such exhibit.

A copy of the Underwriting Agreement has been included to provide security holders with information regarding its terms. It is not intended to provide any other factual information about the Company or the Selling Stockholder. The representations, warranties and covenants contained in the Underwriting Agreement were made solely for purposes of the Offering and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Underwriting Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders are not third-party beneficiaries under the Underwriting Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Underwriting Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.