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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): July 14, 2026
VISA INC.
(Exact name of Registrant as Specified in Its Charter)
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| 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: (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)) |
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| ☐ | 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 |
| 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Board of Directors of Visa Inc. (the “Company”) amended the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”), effective July 14, 2026. The amendments designate (i) the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any state court located within the State of Delaware, as the exclusive forum for bringing certain actions against the Company, and (ii) the federal district courts of the United States as the exclusive forum for bringing claims under the Securities Act of 1933, as amended, in each case, unless the Company consents in writing to an alternative forum.
The foregoing description of the amendments is qualified in its entirety by reference to the Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| | | |
Exhibit
Number | | Description |
| | Amended and Restated Bylaws of Visa Inc. |
| 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.
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| | | VISA INC. |
| | | |
| Date: | July 15, 2026 | | By: | | /s/ Kelly Mahon Tullier |
| | | | | Kelly Mahon Tullier,
Vice Chair, Chief People and Corporate Affairs Officer and Corporate Secretary |
