Filed by Visa Inc.
pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Visa Inc.
Commission File No.: 001-33977
News Release
Visa Announces Expiration and Results of Exchange
Offer for Class B-1 Common Stock
SAN FRANCISCO May 6, 2024 Visa (NYSE:V)
today announced that its Exchange Offer for Class B-1 common stock expired on May 3, 2024. The Exchange Offer allowed each participating holder
of Class B-1 common stock to exchange their shares of Class B-1 common stock for a combination of Visas
Class B-2 common stock, Visas Class C common stock and, where applicable, cash in lieu of fractional shares.
Today, Visa has accepted 240,677,470 shares of Class B-1 common stock tendered in the Exchange Offer. Based on
the number of shares that were tendered, Visa will issue in exchange:1
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120,338,683 shares of Class B-2 common stock; |
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47,759,832 shares of Class C common stock; and |
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in lieu of issuing fractional shares, Visa will pay cash based on the reported closing Class A common stock
price on the NYSE as of the expiration date of $268.49. |
The accepted stock represents 98 percent of outstanding Class B-1 shares. Settlement of the exchange will be made promptly.
About Visa
Visa (NYSE: V) is a world leader in digital payments, facilitating transactions between consumers, merchants, 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.
Additional Information and Where to Find It
The Exchange
Offer was made solely by the Prospectus. Visa has also filed with the SEC a Schedule TO, which contains important information about the Exchange Offer. Copies of the Prospectus, the Registration Statement, the Schedule TO, the Letter of Transmittal
and other related documents, and any other information that Visa files electronically with the SEC, may be obtained free of charge at the SECs website at www.sec.gov.
Visa has engaged Equiniti Trust Company, LLC and D.F. King & Co., Inc. to act respectively as exchange agent and information agent for the Exchange
Offer. To obtain copies of the Prospectus, the Letter of Transmittal and other related documents and for questions about the terms of the Exchange Offer, you may contact the Information Agent toll-free at (800)
628-8509 (for stockholders) or collect at (212) 269-5550 (for brokers).
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As of the expiration date, the applicable Conversion Rate for the
Class B-1 common stock and Class C common stock was 1.5875 shares of Class A common stock and 4 shares of Class A common stock, respectively. |
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