Visa announced the settlement of its exchange offer for all outstanding Class B-1 and Class B-2 common stock. In connection with the settlement, Visa entered into "Makewhole Agreements" with participating shareholders, ensuring they remain financially responsible for future deposits related to the U.S. covered litigation escrow account.
Key Details
- Agreement: Effective May 11, 2026, participating holders who exchanged Class B-1 and B-2 stock are now obligated to reimburse Visa in cash for future deposits into the litigation escrow account.
- Litigation Exposure: As of May 11, 2026, the estimated interchange reimbursement fees at issue in the U.S. covered litigation stood at approximately $17.4 billion.
- Transfer Restrictions: The agreements impose a staged transfer restriction on the new Class C common stock received by participants. Holders can transfer up to one-third before June 25, 2026, and up to two-thirds before August 9, 2026.