AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 5/6 · 18/10/2026
Moat56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · A functioning network connects multiple participant groups at substantial demonstrated scale, with continued transaction growth and transaction-data services. This supports reciprocal participation benefits, although comparative market position is missing.
durability · 2/4 · Recurring transaction growth across fiscal 2025 and the subsequent nine-month period supports persistence. Client flexibility, termination rights and routing constraints limit evidence of durable exclusion or dependence.
customer dependency · 2/4 · Large recurring usage, satisfaction and acceptance achievements indicate usefulness. Dependence is mixed because clients can issue competing products and sometimes terminate without significant penalties; transaction growth does not establish individual client lock-in.
erosion resilience · 2/4 · Transactions, net revenue and operating income continued growing despite existing constraints and legal costs. Actual adverse competition decisions, cash litigation payments and domestic-provider restrictions prevent a stronger resilience assessment. DOJ allegations are unresolved allegations, not findings.
Pricing power56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Management attributes part of realized service and processing revenue growth to select pricing modifications. Net revenue grew 15% over nine months while incentives also grew 15%, but volume, service growth and mix prevent isolation of a net price increase or its durability.
retention · 3/4 · Repeat demand is supported indirectly by fiscal 2025 transaction growth, continued nine-month transaction growth, expanding acceptance and disclosed client satisfaction. These are strong aggregate usage signals, not measured client renewal or retention rates, and flexible contracts remain a qualification.
margin resilience · 2/4 · Nine-month operating income grew faster than revenue, while the latest quarter's operating income grew more slowly than revenue and its operating margin declined. Litigation and other expense changes complicate attribution to pricing. Resilience is mixed across periods and does not independently establish a moat.
contractual freedom · 2/4 · Implemented pricing modifications demonstrate some ability to adjust economics. Actual legal pressures have affected pricing and rules, routing laws restrict contractual protections, and clients retain meaningful alternatives and termination rights. Detailed price-setting clauses are unavailable.
Predictability99
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 4.65
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 3.75
Financial strength79
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 97.62
- netDebtEbitGrade
- 93.33
- interestCoverageGrade
- 100.00
- currentRatioGrade
- 26.20
- Debt / FCF (x)
- 1.17
- Net debt / operating income (x)
- 0.33
- Interest coverage (x)
- 40.74
- Current ratio (x)
- 1.08
Capital allocation—
Missing required inputs: dilution. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 50.76
- 3-year average SBC / revenue (%)
- 2.32
- cashConversionGrade
- 100.00
Management69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Nine-month operating cash flow of $16.342 billion substantially exceeded $1.178 billion of capital spending. However, $16.430 billion of cash repurchases plus $3.852 billion of dividends exceeded operating cash generation before capital spending; cash declined alongside debt issuance and repayments. Returns on acquisitions and repurchase valuation are unestablished, supporting a mixed assessment.
incentive alignment · 3/4 · Disclosed granted awards combine multi-year performance shares, EPS and relative TSR, with adjustments for materially off-budget repurchases and prohibitions on hedging and pledging. These are substantive alignment mechanisms. Future vesting is not assumed, annual EPS goal-setting limits the long-term design, and actual executive ownership is not established.
execution · 3/4 · Actual revenue, transaction and operating-income growth, together with value-added services revenue increasing to $10.3 billion from $7.8 billion, support strong execution. The proxy reports several goals exceeded but a transaction-growth target missed. Financial outcomes provide evidence beyond management's strategic claims, though they do not isolate management's contribution from industry demand.
governance · 3/4 · An independent chair, independent committees, annual elections, shareholder meeting and proxy-access rights, and disclosed meeting attendance provide strong governance mechanisms. Management reported effective disclosure controls. These mechanisms do not establish exceptional oversight outcomes, and continuing litigation constrains confidence without itself proving governance failure.
Evidence
Delivering value for everyone We provide sellers with assured payments and larger customer reach We provide acquirers with low cost and low risk acceptance tools We help issuers continue to provide innovative and secure solutions for their customers We give consumers secure and convenient ways to pay and be paid We provide fintechs, neobanks, digital wallets, and enablers with scalable payment infrastructure We work with governments to help get benefits to people faster and with less disruption Shareholder Letter John F.
Shareholder letter: benefits to network participants; issuer characterization · Filed 08/12/2025
NET REVENUE GAAP NET INCOME NON-GAAP NET INCOME(1) $40.0B $20.1B $22.5B 11% from prior year 2% from prior year 11% from prior year DIVIDENDS & SHARE REPURCHASES CURRENCIES PAYMENTS VOLUME PROCESSED TRANSACTIONS $22.8B ~160 $14.2T 257.5B 9% from prior year in transaction processing 8% from prior year 10% from prior year EMPLOYEES ~34,100 located in more than 85 countries and territories around the world (1)For further information, including a reconciliation of our generally accepted accounting principles (GAAP) financial results to non-GAAP financial results, please see Appendix A of this proxy statement.
Fiscal Year 2025 Key Statistics: payments volume, transactions and financial results · Filed 08/12/2025
•Data processing revenue increased over the three and nine-month prior-year comparable periods primarily due to growth in processed transactions of 10% and 9%, respectively, select pricing modifications, growth in value-added services and higher cross-border transaction mix.
MD&A: processed transaction growth and data processing revenue drivers · Filed 29/07/2026
58 EXECUTIVE COMPENSATION Financial, Business Driver, and Foundational Goals Selected Metrics Achievement Net Revenue Growth Net Revenue Growth – VIP adjusted of 11.2%, exceeding the annual goal of 9.8% Net Income Growth Net Income Growth – VIP adjusted of 11.5%, exceeding the annual goal of 8.2% EPS Growth EPS Growth – VIP adjusted of 15.1%, exceeding the annual goal of 12.2% Net Promoter Score Net Promoter Score of 76, meeting the annual goal of maintaining or improving year-over-year Payments Transactions Growth Payments Transactions Growth VIP adjusted of 9.3%, falling below the annual goal of 10.4% Payments Volume Growth Payments Volume Growth constant dollar VIP adjusted of 8.5%, exceeding the annual goal of 7.9% Cross-Border Volume Growth Cross-border Volume Growth excluding Intra-Europe constant dollar VIP adjusted of 12.8%, meeting the annual goal of 12.5% Net New Acceptance Locations Net New Acceptance Locations in majority of key markets, exceeding the annual goal Card-Not-Present Token Penetration Card-Not-Present Token Penetration of 54.1%, meeting the annual goal of 52.6% Brand Preference Brand Preference exceeded the annual goal of a majority of key markets at target For purposes of the annual incentive plan, our Net Revenue Growth – VIP adjusted for 2025 was determined as year-over-year growth in GAAP net revenue, adjusted to exclude pre-established adjustments made in accordance with the terms of the annual incentive plan determined at the beginning of 2025.
Executive compensation: fiscal 2025 selected operating goals and achievements · Filed 08/12/2025
Our Data Solutions suite uses Visa transaction data to help clients analyze and improve performance across a range of areas, including consumer spend, peer benchmarking and fraud performance.
Business: use of Visa transaction data in client services · Filed 06/11/2025
While we have certain contractual protections, our clients, including some of our largest clients, generally have flexibility to issue non-Visa products.
Risk factors: client flexibility to issue non-Visa products · Filed 06/11/2025
In certain circumstances, our financial institution clients may decide to terminate our contractual relationship on relatively short notice without paying significant early termination fees.
Risk factors: contractual termination rights · Filed 06/11/2025
Network Exclusivity and Routing: In the U.S., the Dodd-Frank Act limits network exclusivity and restrictions on seller routing choice for the debit and prepaid market segments.
Regulation: U.S. debit exclusivity and routing limitations · Filed 06/11/2025
Other jurisdictions impose similar limitations, such as the IFR’s prohibition in Europe on restrictions that prevent multiple payment brands or functionality on the same card.
Regulation: European limits on restrictions on multiple payment brands · Filed 06/11/2025
Government-imposed Market Participation Restrictions: Certain governments, including China, India, Indonesia, Thailand, Vietnam, and South Africa, have taken actions to promote domestic payments systems and/or certain issuers, payments networks or processors, by imposing regulations that favor domestic providers, impose local ownership requirements on processors, require data localization or mandate that domestic processing be done in that country.
Regulation: enacted domestic-provider preferences and processing restrictions · Filed 06/11/2025
In addition, settlement terms, judgments, orders, pressures or events in or resulting from actions have impacted and may continue to impact our business by creating uncertainty for our business or by influencing or requiring us to modify, among other things, the default interchange reimbursement rates we set, the Visa operating rules or the way in which we enforce those rules, our fees or pricing, or the way we do business.
Risk factors: actual and possible litigation-driven changes to rules and pricing · Filed 06/11/2025
On March 17, 2026, the UK Court of Appeal granted Visa permission to appeal the June 2025 decision by the CAT that certain interchange rates restrict competition under UK competition law.
Legal matters: permission to appeal an adverse UK competition decision · Filed 29/07/2026
9 Table of Contents VISA CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended June 30, 2026 2025 (in millions) Operating Activities Net income $ 17,502 $ 14,968 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Client incentives 13,194 11,503 Share-based compensation 728 706 Depreciation and amortization 1,026 904 Deferred income taxes (638) 347 VE territory covered losses (108) (22) (Gains) losses on equity investments, net 31 133 Other 16 70 Change in operating assets and liabilities: Settlement receivable 1,761 (211) Accounts receivable (368) (334) Client incentives (13,121) (11,253) Other assets (832) (18) Accounts payable (28) (14) Settlement payable (1,436) 619 Accrued and other liabilities 373 (1,199) Accrued litigation (1,758) 622 Net cash provided by (used in) operating activities 16,342 16,821 Investing Activities Purchases of property, equipment and technology (1,178) (1,093) Purchases of investment securities (50) — Proceeds from maturities and sales of investment securities 1,280 2,468 Acquisitions, net of cash, cash equivalents, restricted cash and restricted cash equivalents acquired (705) (887) Purchases of other investments (97) (41) Other investing activities (5) (43) Net cash provided by (used in) investing activities (755) 404 Financing Activities Repurchases of class A common stock (16,430) (13,389) Repayments of senior notes (5,565) — Dividends paid (3,852) (3,488) Proceeds from issuance of senior notes 2,995 3,924 Net proceeds from issuance (repayments) of commercial paper 1,496 — Proceeds from stock issued under equity plans 204 341 Taxes paid related to stock issued under equity plans (272) (254) Other financing activities (116) (97) Net cash provided by (used in) financing activities (21,540) (12,963) Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents (266) 416 Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents (6,219) 4,678 Cash, cash equivalents, restricted cash and restricted cash equivalents as of beginning of period 24,987 19,763 Cash, cash equivalents, restricted cash and restricted cash equivalents as of end of period $ 18,768 $ 24,441 Supplemental Disclosure Cash paid for income taxes, net(1) $ 4,887 $ 3,587 Interest payments on debt $ 600 $ 539 Accruals related to purchases of property, equipment and technology $ 125 $ 51 (1)For the nine months ended June 30, 2026 and 2025, the amount includes cash paid for federal transferable tax credits of $1.8 billion and $1.3 billion, respectively.
Unaudited cash flows: cash generation, incentives, litigation, investment and financing · Filed 29/07/2026
•Service revenue increased over the three and nine-month prior-year comparable periods primarily due to growth in nominal payments volume of 11% and 10%, respectively, select pricing modifications and growth in card benefits.
MD&A: payments volume growth and service revenue pricing contributions · Filed 29/07/2026
The following table presents the components of our net revenue: Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 % Change(1) 2026 2025 % Change(1) (in millions, except percentages) Service revenue $ 4,922 $ 4,330 14 % $ 14,663 $ 12,937 13 % Data processing revenue 6,042 5,153 17 % 17,129 14,599 17 % International transaction revenue 3,853 3,633 6 % 11,136 10,366 7 % Other revenue 1,496 1,028 45 % 4,030 2,877 40 % Client incentives (4,680) (3,972) 18 % (13,194) (11,503) 15 % Net revenue $ 11,633 $ 10,172 14 % $ 33,764 $ 29,276 15 % (1)Figures in the table may not recalculate exactly due to rounding.
MD&A: revenue categories, client incentives and comparative growth · Filed 29/07/2026
3 Table of Contents VISA CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 (in millions, except per share data) Net revenue $ 11,633 $ 10,172 $ 33,764 $ 29,276 Operating Expenses Personnel 2,458 1,749 6,063 5,219 Marketing 649 421 1,604 1,108 Network and processing 280 224 773 655 Professional fees 246 187 692 503 Depreciation and amortization 367 317 1,026 904 General and administrative 503 482 1,468 1,382 Litigation provision 253 615 1,290 1,659 Total operating expenses 4,756 3,995 12,916 11,430 Operating income 6,877 6,177 20,848 17,846 Non-operating Income (Expense) Interest expense (194) (39) (566) (379) Investment income (expense) and other 150 195 451 504 Total non-operating income (expense) (44) 156 (115) 125 Income before income taxes 6,833 6,333 20,733 17,971 Income tax provision 1,205 1,061 3,231 3,003 Net income $ 5,628 $ 5,272 $ 17,502 $ 14,968 Basic Earnings Per Share Class A common stock $ 2.97 $ 2.69 $ 9.15 $ 7.60 Class B-1 common stock $ 4.59 $ 4.21 $ 14.18 $ 11.88 Class B-2 common stock $ 4.47 $ 4.13 $ 13.85 $ 11.70 Class B-3 common stock(1) $ 4.47 $ — $ 13.77 $ — Class C common stock $ 11.87 $ 10.78 $ 36.58 $ 30.39 Basic Weighted-average Shares Outstanding Class A common stock 1,673 1,709 1,678 1,720 Class B-1 common stock 3 5 4 5 Class B-2 common stock 53 120 98 120 Class B-3 common stock(1) 34 — 11 — Class C common stock 18 9 12 9 Diluted Earnings Per Share Class A common stock $ 2.97 $ 2.69 $ 9.14 $ 7.59 Class B-1 common stock $ 4.59 $ 4.20 $ 14.17 $ 11.87 Class B-2 common stock $ 4.47 $ 4.13 $ 13.83 $ 11.69 Class B-3 common stock(1) $ 4.47 $ — $ 13.76 $ — Class C common stock $ 11.86 $ 10.77 $ 36.55 $ 30.35 Diluted Weighted-average Shares Outstanding Class A common stock 1,898 1,959 1,916 1,973 Class B-1 common stock 3 5 4 5 Class B-2 common stock 53 120 98 120 Class B-3 common stock(1) 34 — 11 — Class C common stock 18 9 12 9 (1)No shares of class B-3 common stock were outstanding prior to the class B-1 and B-2 common stock exchange offer.
Unaudited statements of operations: revenue, expenses and operating income · Filed 29/07/2026
For the nine months ended June 30, 2026 and 2025, revenue from value-added services 12 Table of Contents was $10.3 billion and $7.8 billion, respectively.
Revenue note: nine-month value-added services revenue · Filed 29/07/2026
Vesting is based on corporate performance as measured by an annual EPS goal established for each fiscal year and a modifier based on Visa’s total shareholder return (TSR) ranking relative to S&P 500 companies over the three-year performance period.
Executive compensation: EPS-based performance shares and relative TSR modifier · Filed 08/12/2025
2026 Proxy Statement 63 EXECUTIVE COMPENSATION FY2025-FY2027 Performance Share Design FY2025 FY2026 FY2027 2025 EPS Number of shares determined based on average of EPS results and modified based on TSR performance; awards vest November 30, 2027 2026 EPS 2027 EPS TSR Result (3 year period) Impact of Stock Repurchases on EPS The amount of stock repurchases is budgeted at the beginning of the year.
Executive compensation: granted performance-share design and future vesting date · Filed 08/12/2025
If Visa repurchased stock significantly above or below this level, the EPS result would be adjusted accordingly.
Executive compensation: adjustment for repurchases materially differing from budget · Filed 08/12/2025
Hedging and Pledging: Our insider trading policy prohibits all employees and directors from hedging their economic interest in the Visa shares they hold or pledging Visa shares as collateral for a loan.
Executive compensation governance: prohibition on hedging and pledging · Filed 08/12/2025
McInerney, our Chief Executive Officer, is the only director nominee who is not independent; and we have an independent Board Chair with robust duties; •Independent Board Committees – All members of the Audit and Risk Committee, Compensation Committee, Finance Committee, and Nominating and Corporate Governance Committee are independent directors.
Governance: independent Board Chair and independent committee membership · Filed 08/12/2025
INDEPENDENT OVERSIGHT •91% independent director nominees •Independent Board Chair with robust responsibilities •Regular executive sessions of independent directors •100% independent Board committees ACCOUNTABILITY TO SHAREHOLDERS •Annual director elections with majority vote standard •Annual say-on-pay vote •Proactive and ongoing engagement with shareholders •Proxy access (3%/3 years) and special meeting rights (15%) ENGAGED AND EFFECTIVE OVERSIGHT •100% attendance at Board and committee meetings •Corporate responsibility and sustainability (CRS) oversight by Board and committees •Robust Board oversight processes for strategy and risk •Political Participation, Lobbying and Contributions Policy OTHER BEST PRACTICES •Demonstrated commitment to Board refreshment with ongoing focus on director succession •Annual Board, committee, and individual director evaluations •Stock ownership guidelines for directors and executive officers •Compensation governance best practices Nominee Demographics Age <61 yrs 61-70 yrs >70 yrs 61 years Average Age Tenure 0-3 yrs 4-7 yrs >7 yrs 6.3 years Average Tenure Independence Independent 91% % of Independence 6 PROXY VOTING ROADMAP Director Nominees Lloyd A.
Governance: elections, shareholder rights, attendance and oversight practices · Filed 08/12/2025
Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of September 30, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.
Controls and procedures: management's effectiveness conclusion · Filed 06/11/2025
The complaint alleges Visa has monopolized and attempted to monopolize general purpose debit network services and card-not-present debit network services in the United States through agreements with merchants, acquirers, and others and that certain agreements unreasonably restrain competition or trade in those markets.
Legal matters: DOJ allegations concerning debit network agreements · Filed 06/11/2025
