Visa Class B-1 and B-2 Common Stock Exchange Offer
EQ Shareowner Services
The information on this webpage is intended for holders of shares of Class B-1 common stock (“Class B-1 shares”) or Class B-2 common stock (“Class B-2 shares”) of Visa Inc. (the “Company”) who participated in the initial 2024 exchange offer (the “2024 Exchange Offer”) or are contemplating participating in the 2026 exchange offer (the “2026 Exchange Offer” and, together with the 2024 Exchange Offer, the “Exchange Offers”). The 2026 Exchange Offer provides an offer to exchange either Class B-1 shares (“Class B-1 Exchange”) or Class B-2 shares (“Class B-2 Exchange”) for a combination of shares of Class B-3 common stock (“Class B-3 shares”) and Class C common stock (“Class C shares”) and any applicable cash consideration.
For frequently asked questions regarding the 2026 Exchange Offer, please review this link: 2026 Exchange Offer FAQs
To fully understand the 2026 Exchange Offer and the other considerations that may be important to a holder’s decision about whether to participate in the 2026 Exchange Offer, holders should carefully read the registration statement on Form S-4, including the prospectus (the “Exchange Offer Prospectus”), related to the 2026 Exchange Offer in its entirety, including any documents incorporated therein by reference or filed as exhibits. Capitalized terms that are not defined in on this webpage have the meanings assigned to them in the Exchange Offer Prospectus.
Class B-1 Exchange
If you elect to participate in the Class B-1 Exchange, your Class B-1 shares tendered will be exchanged on a per share basis, for a combination of:
| (1) | one quarter of a Class B-3 share; |
| (2) | Class C shares in an amount equivalent to one half of a share of Class B-1 common stock and one quarter of a share of Class B-2 common stock; and |
| (3) | where applicable, cash in lieu of fractional shares. |
Class B-2 Exchange
If you elect to participate in the Class B-2 Exchange, your Class B-2 shares tendered will be exchanged on a per share basis, for a combination of:
| (1) | one half of a Class B-3 share; |
| (2) | Class C shares in an amount equivalent to one half of a share of Class B-2 common stock; and |
| (3) | where applicable, cash in lieu of fractional shares. |
New Class C Shares
A participating holder in the 2026 Exchange Offer may only transfer up to one-third of Class C common stock it receives within the first 45 days after the 2026 Exchange Offer acceptance date and only up to two-thirds of the Class C common stock it receives within the first 90 days after the 2026 Exchange Offer acceptance date.
Selling Class C Shares
All Class C shares issued following the 2024 Exchange Offer are fully transferrable. If you wish to sell your Class C shares received in connection with the 2024 Exchange Offer, please review the information provided below. The same procedure will apply to sales of Class C shares that are received in connection with the 2026 Exchange Offer, subject to the applicable lock‑up period and other transfer and transaction restrictions set forth in the Makewhole Agreement.
There are two methods by which a Class C shareholder may sell its Class C shares:
| (1) | A Class C shareholder may instruct that the shares designated for sale be transferred into the shareholder’s existing brokerage account for sale, provided the broker is a participant of the Depository Trust and Clearing Corporation (DTCC). If a Class C shareholder chooses to use its own broker, it must represent that it has committed to sell Class A common stock of the Company (“Class A shares”) on the open market before shares will be transferred to that broker. |
| (2) | A Class C shareholder may use the Visa Sales Facility provided by EQ Shareowner Services. Shareholders are not obligated to use EQ Shareowner Services for that service. |
The instructions and forms necessary to convert and transfer Class C shares are below
Please note that EQ Shareowner Services will convert the Class C shares into Class A shares in accordance with the applicable conversion rate for Class A shares for the settlement of such sales when they are sold into the public market.
Contact Us
Please feel free to contact EQ Shareowner Services, where representatives are available to answer your questions Monday through Friday from 7:00 a.m. – 7:00 p.m. Central Time.
By mail
EQ Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0874
By courier
EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120-4100
Telephone
- From within the U.S.: +1-866-456-9417
- From outside the U.S.: +1-651-306-4433
By email
Neither Visa Inc., EQ Shareowner Services, nor any of their affiliates provides advice and makes no recommendations with respect to purchasing or selling investments. Any investment decision must be made by the individual plan participants guided by their own research and judgment. The information contained herein is for informational purposes only and does not constitute advice, a solicitation, or an offer to buy or sell investment securities.
Neither EQ Shareowner Services nor any of its affiliates guarantee the accuracy or completeness of the information contained herein and makes no express or implied warranties, including any warranty of merchantability or fitness for a particular use. Neither EQ Shareowner Services nor any of its affiliates is liable for inaccuracies or omissions in the information contained herein or for actions taken in reliance on that information.
Investments, Insurance, and Identity theft protection products:
Are NOT insured by the FDIC or any other federal government agency
May lose value